Analyst Conference Call Q3 2020 results

November 12, 2020

Marc Hess, CFO - Christof Winkelmann, CMO

Agenda

  • Business development in times of Covid-19 and Highlights Q3/2020
  • Asset Quality
  • Segments
  • Group results Q3 2020
  • Capital, B/S, Funding/Liquidity
  • Outlook 2020
  • The way ahead
  • Appendix

2

Business development in times of Covid-19 and Highlights Q3/2020

3

Business development in times of Covid-19

Managing Covid-19 challenges and pursue strategic initiatives consistently

Robust and resilient

Staying on course

  • Conservative risk profile
  • Strong capital base
  • Solid liquidity position
  • Well-diversifiedbusiness
  • As a reliable partner we are in close contact with our clients to find solutions and to support where necessary
  • Precautionary model based risk provisioning and value adjustments
  • Pursue strategic initiatives consistently
  • De-risking

What we expected: Q1/20

Continuous normalisation from mid 2020 onwards, followed by a significant recovery ("swoosh" shaped) in 2021

What we expected: Q2/20

Sticking to "swoosh scenario" with more pronounced dip considering slightly slower recovery

What we expect: Q3/20

Stick to updated "swoosh"- shaped scenario.

Due to overall deteriorated market forecast we expect a somewhat more pronounced decline in economic activity and a six months delayed recovery

4

Highlights Q3/2020

Positive operating profit despite Covid-19 impacts, growing NII & NCI

Solid Group

Financials

Resilient

Segment

Performance

Aareal Bank

Group

Strategic review initiated

Outlook1)

1) Please refer to page 36: 'Outlook 2020'

5

  • Positive Q3 operating profit of € 11 mn, Covid-19 effects manageable
  • Capital gain of ~ € 180 mn from Aareon minority sale locked in
  • Strong capital, funding and liquidity position

SPF:

- Resilient CREF portfolio

    • New business with low LTVs and significantly above planned margins
    • Portfolio increase to upper end of guided range expected
    • Increasing NII in line with planned portfolio development
  • C/S Bank: - As expected, housing industry deposits proven stable
    • Ytd Commission income increased
    • FY operating profit target increased further

Aareon:

- Sale of minority stake in Aareon to Advent successfully closed

- Growth in digital continues

- Continued Covid-19 resiliency, limited impact on adj. EBITDA

confirmed

360° review of 'Aareal Next Level' in the context of Covid-19 started

In view of the deteriorating macroeconomic forecasts and market outlook, as at today the Bank expects an significant positive operating profit in the mid double-digit euro million range

Highlights Q3/2020: Aareon

Sale of minority stake in Aareon to Advent successfully closed

Financials of the transaction unchanged and as communicated:

Enterprise value: € ~960 mn1) corresponding equity value of €~860 mn1)

Net cash proceeds: € ~260 mn

Capital gain: € ~180 mn

Goal: Develop Aareon into a Rule-of 40 company - beyond the original targets

Value Creation plan will be jointly

and swiftly developed over the coming months

Jeffrey Paduch (Managing Partner of Advent International) is set to be represented on Aareon's Supervisory Board

Advisory Board to be established

1) On a 100% basis

6

Asset quality

7

Asset quality

Actively managing Covid-19 implications, precautionary model based risks provisioning (management overlays)

Covid-19 implications

  • Pre-crisis:Sound portfolio quality with low LTVs and strong cash flows
  • Contacted 90%+ of our clients during the first three weeks following mid-march'sCovid-19 related- and vastly implemented global restrictions
  • Debt service
    • During the crisis, the portfolio has benefitted of significant equity contributions by our clients
    • Normal loan servicing by large part of our clients
    • Governmental programs are providing additional support to the real estate sector
    • So far, reasonable monetary support from our side (€ 80 mn amortisation, € 107 mn liquidity lines / interest suspensions), representing an increase <1% in our CREF exposure
    • In majority of cases, borrowers and the bank are both participating in bridging cashflow needs
    • This is in part possible, as clients have build up significant cash reserves during the last cycle
  • Property values
    • External appraisals successively undertaken. Impact so far in line with current assumptions, reflected in management overlays, with limited effect on overall portfolio LTV
    • Overlays are anticipating possible changes in property values going forward
    • Especially assets in good locations in metropole areas are trading at or around their pre Covid-19 valuations and in parts above the same

Uncertainties continue and further LTV changes are possible, however

they are expected to stay below the level of ~70% at the onset of the WFC in 2008

8

Commercial real estate finance portfolio (CREF)

€ 26.1 bn highly diversified

Portfolio by region

Portfolio by property type

(vs. 12/2019)

Asia / Pacific:

(vs. 12/2019)

Residential:1)

Others: 1% (1%)

3% (3%)

4%(5%)

Logistic:

10%

North America:

(8%)

30% (30%)

Europe West:

Hotel: 33%

33% (35%)

(33%)

Retail: 23%

Europe North:

Germany: 12%

(24%)

5% (5%)

(12%)

Europe East:

Europe South:

Office: 29% (29%)

6% (3%)

11%

(12%)

Estimated LTV by YE 20203)

Portfolio by LTV ranges2)

7,000

2007 / 2008

(vs. 12/2019)

60-80%: 3%(4%)

> 80%: 1% (>0%)

6,000

Current Ø

Ø LTV pre-WFC

5,000

LTV: 57%

4,000

Est. Ø

3,000

LTV

2,000

1,000

0

-510-1015-1520

-2025

-2530

-3035

-3540-4045-4550-5055

-5560

-6065

-6570

-7075-7580-8085-8590-9095

100-95

105-100

110-105

110>

0-5

< 60%: 96% (96%)

Current

Estimated

  1. Incl. Student housing (UK & Australia only)
  2. Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020
  3. Acc. to our market value development expectations

9

Commercial real estate finance portfolio (CREF) by country

€ 26.1 bn highly diversified

CREF portfolio (€ mn)

8,000

6,656

€ 26.1 bn (12/2019: € 25.9 bn)

6,000

3,797

4,000

2,992

2,447

1,699

1,097

2,000

1,269

1,263

753

1,145

358

741

502

406

325

305

300

0

US

UK

DE

FR

IT

CA

ES NL

SE

PL

FI

CZ

BE

AT

MV

CH others

LTV1)

100%

80%

Ø LTV: 57% (12/2019: 57%)

69%

62%

64%

63%

62%

58%

55%

55%

55%

52%

55%

53%

55%

57%

60%

52%

44%

49%

40%

20%

0%

US

UK

DE

FR

IT

CA

ES

NL

SE

PL

FI

CZ

BE

AT

MV

CH

others

YoD2)

16%

Ø YoD: 6.7% (12/2019: 8.9%)

12%

9.4%

8.7%

8.4%

8.2%

8.8%

7.9%

7.4%

6.8%

7.5%

6.7%

8%

6.2%

6.4%

6.5%

4.7%

4.5%

4.3%

4%

3.1%

0%

US

UK

DE

FR

IT

CA

ES

NL

SE

PL

FI

CZ

BE

AT

MV

CH

others

  1. Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020
  2. Performing CREF-portfolio only, based on 12-months forward looking estimate (see also page 86 definitions)

10

Commercial real estate finance portfolio (CREF) by property types

€ 26.1 bn highly diversified

CREF portfolio (€ mn)

10,000

8,642

€ 26.1 bn (12/2019: € 25.9 bn)

7,630

8,000

5,853

6,000

2,508

4,000

1,093

2,000

327

0

Hotel

Office

Retail

Logistic

Residential

Others:

LTV1)

100%

Ø LTV: 57% (12/2019: 57%)

80%

59%

56%

58%

57%

51%

49%

60%

40%

20%

0%

Hotel

Office

Retail

Logistic

Residential

Others

YoD2)

15%

Ø YoD: 6.7% (12/2019: 8.9%)

9.7%

10.2%

9.0%

10%

8.4%

8.0%

5%

3.6%

0%

Hotel

Office

Retail

Logistic

Residential

Others

  1. Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020
  2. Performing CREF-portfolio only, based on 12-months forward looking estimate (see also page 86 definitions)

11

Our Hotel financing business

Experienced team, solid portfolio

20 years of dedicated Hotel financing

Team members recruited from hotel related industries

(i.e. Operators, Managers, Valuers and hotel equity investments)

Gradual increase in hotel lending since 2000, decreasing leverage levels over time with growing

History

differentiation via USPs and recognition in the industry with increasing client base globally

(initiative started in 2000; by 12/2008 € 3.7 bn loan book with an average LTV of 68%;

by 12/2019: € 8.6 bn loan book with LTV an average LTV of 56%)

06/2001: Securitisation of an European and American Hotel portfolio ("Global Hotel One")

€ 1.1 bn, maturity 5 years, no defaults, despite 9/11 in NYC

Successfully accompanied our hotel finance portfolio through the GFC

12

Our Hotel financing business

Key facts

Total portfolio exposure

EUR 8.6 bn

Portfolio deals

45%

Single asset deals

55%

Number of countries

19

Number of hotels

236 hotels

Average exposure per hotel

EUR 36 mn

Number of loans

94

Average exposure per loan

EUR 90 mn

Total number of hotel rooms

58,241 rooms

Exposure per hotel room

EUR 150,000

13

Our Hotel financing business

Key findings

The Aareal hotel portfolio is:

  • Well diversified by 236 hotels in 19 countries
  • Well balanced in terms of brand and hotel category
  • Well backed by i.a. sound public companies, sovereign wealth funds and HNWI who have shown their financial commitment to the assets throughout this crisis
  • Conservatively leveraged with sufficient buffer for value decreases caused by the current crisis
  • Of the top 15 loans (all are loans above € 150 mn, of which 12 are portfolio financings), only 6 were provided with additional liquidity since March. Overall, 35% (~ € 3 bn) of our hotel exposure has received liquidity support since the beginning of the year.
  • The sum of all hotel loan support financed so far represents approximately 1.4% of the total portfolio size.
  • 45% portfolio deals vs. 55% single assets deals (portfolio deals are all cross collateralised to the extend legally permissible)

14

Asset quality: Hotel Portfolio

Hotel portfolio well positioned to master Covid-19 crisis

Hotel Portfolio by region

Yield on debt

(vs. 12/2019)

Asia / Pacific:

15%

(vs. Ø 12/2019: 9.6%)

Ø YoD: 3.6%

4%

(4%)

(9.6%)

(9.2%)

(9.5%)

(9.7%)

(11.9%)

(8.8%)

(19.4%)

North America:

10%

38% (38%)

6.9%

5%

4.2%

4.4%

3.9%

4.1%

4.5%

€ 8.6 bn

Europe West:

2.5%

Europe North:

46% (46%)

0%

1% (1%)

Europe East:

1% (1%)

Europe South:

Germany: 8%

(8%)

2% (2%)

Estimated LTV by YE 20201,2)

Hotel by category3)

2,500

Midscale: 4%

Economy: 1%

2,000

2007 / 2008

Upper Midscale: 11%

Luxury: 14%

Current Ø

Ø LTV pre-WFC

1,500

LTV: 56%

1,000

Est.

€ 8.6 bn

Ø LTV

500

Upscale:

Upper

40%

Upscale: 30%

0

0-5

5-1010-1515-20

20-25

25-30

30-35

35-4040-4545-5050-55

55-60

60-65

65-7070-7575-8080-8585-90

90-95

95-100

100-105

105-110

> 110

Current

Estimated

  1. Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020
  2. Acc. to our market value development expectations
  3. Acc. to STR classification

15

Our Hotel financing business

Market developments

"Travel" industry is one of the largest industries / employers globally

10 years of booming economies allowed hotel owners to build up substantial reserves and buffers, which they are willing to re-invest

Cost of carry is significantly lower than in 2008, where the average 3M Euribor was approximately ~ 4.5%, compared to the 2020 YtD avg. 3M Euribor of ~ -0.4%

Limited transaction volumes in markets for hotel assets, indicating No overwhelming distress of owners / banks

Markets

No markable increase in NPL transactions to date

Current loan parameters are on a more conservative level than at the onset of the GFC

Borrowers for the largest part are looking through the cycle and are seeing positive equity

value in their assets

Measures taken by governments globally further increase market liquidity

No foreseeable increase of interest rates

(quite the contrary: Central Banks signaled willingness to further lower interest rates,

if needed)

16

Our Hotel financing business

Expectations and examples

Expectations

A picture is worth a thousand words…

  • Catch up effect for business related travel expected to be significant, as is pent up demand for personal travel
  • In the interim, people will learn to live and travel with Covid-19 and not against it
  • Final resolution with accepted treatment / vaccine
  • Currently, Resort Hotels and drive to destinations fare better, while China is a possible projection on how hotels will fare, as Covid-19 is under control
  • With our profound know-how and well-established network in hospitality industry, we are expecting to apply our expertise and USPs to generate attractive risk / return through the cycle

17

Segments

18

Segment: Structure Property Financing

New business with low LTVs and significantly above planned margins

New business by quarter

Newly acquired business in Q3:

7,000

€ mn

2,799

6,085

Margins of ~220 bp above plan (180-190 bps)

Strong Ø LTV of 57%

6,000

235

5,000

1,504

1,437

Increased focus on logistics

4,154

4,000

2,564

Portfolio size picking up despite FX effects

2,734

532

1,106

1,321

Further portfolio increase in Q4 expected to upper end

969

3,000

879

332

4,583

of guided range (€ 26 - 28 bn);

2,000

1,333

989

812

1,530

3221

2654

3,048

TLTRO-bonus collection therewith likely

1,000

243

323

1,090

1333

Using market opportunities through the cycle by applying

812

0

489

1)

Q1 '19

Q1 '20

Q2 '19

Q2 '20

Q3 '19

Q3 '20

9M '19

9M '20

expertise and USPs

Newly acquired business

Renewals

Q3-new business by region

Q3-new business by property type

REF portfolio development

(vs. 12/2019)

Asia /

(vs. 12/2019)Hotel:

4% (24%)

Others: 0%

29 € bn

Target range (€ 26 - 28 bn)

Pacific: 9%

Europe West:

(>0%)

(5%)

29% (32%)

Residential: 10%

North

Office: 37%

28

(3%)

(50%)

America:

23%

Retail: 16%

27

(39%)

(13%)

Europe

26

27.4

North: 3% (2%)

Europe East:

26.7

26.7

26.4

26.3

Germany:

27% (7%)

25

26.1

3% (11%)

Europe South: 6% (8%)

Logistic: 33%

24

(10%)

12/'17

12/'18

12/'19

03/'20

06/'20

09/'20

19

Segment: Consulting/Services Bank

Housing industry deposits proven stable, Ytd NCI increased

Split of deposits by type

2015

Q3 2020

7%

13%

>0%

19%

€ 9.0 bn

20%

€ 11.0 bn

63%

18%

60%

Rental guarantee deposits

Maintenance reserve

Sight deposits

Other term deposits

€ mn

Q3 '19

Q4 '19

Q1 '20

Q2 '20

Q3 '20

Net interest income

-4

-5

10

10

9

Net commission income

7

6

5

7

6

Admin expenses

20

16

18

17

15

Net other operating income

0

1

0

0

0

Operating profit

-17

-14

-3

0

0

  • Stable deposit volume of € 11 bn
  • Structure further improved, sticky rental guarantee deposits grown above € 2 bn
  • Q3 NII at € 9 mn / 9M '20 at € 29 mn (Q3 '19: € -4 mn / 9M '19: € -10 mn)
    Improvement in current year mainly due to adjusted modelling and transfer pricing, reflecting value of housing industry deposits as stable funding source
  • Due to higher short term interest rates and Covid-19 related underspend segment FY-EBT now expected even better than revised guidance of ~ € -10 mn (original guidance ~ € -20 mn)
  • Unlocking further business opportunities, e.g. joint-venture with ista ("objego")

20

Segment: Aareon

Continued Covid-19 resiliency, limited adj. EBITDA impact confirmed

P&L Aareon segment -

∆ Q3

∆ 9M

Industry format1)

Q3'19

9M'19

Q1'20

Q2'20

Q3'20

9M'20

'20/'19

'20/'19

€ mn

Sales revenue

60

182

64

61

63

188

5%

4%

Thereof ERP

48

146

49

47

49

144

1%

-1%

Thereof Digital

12

35

15

15

14

44

20%

25%

Costs2)

-47

-140

-50

-51

-50

-152

7%

8%

Thereof material

-11

-32

-11

-12

-10

-34

-2%

7%

EBITDA

13

41

14

10

13

36

-1%

-12%

New products /

-1

-1

-1

-2

-2

-4

>100%

>100%

Inorganic3)

One offs

0

0

0

0

0

0

Adj. EBITDA

14

42

15

12

14

41

6%

-3%

EBITDA

13

41

14

10

13

36

-1%

-12%

D&A / Financial result

-6

-17

-7

-7

-6

-20

9%

12%

EBT / Operating profit

7

24

7

3

6

17

-9%

-29%

  • Sales revenues increased by € 6 mn to
    € 188 mn (+4%); Q2 was the quarter most affected by Covid-19 whereas catch-up becomes visible in Q3
  • Costs: Steadfast on investments supporting Aareon's growth strategy which is in line with 2020 run rate - driven by increasing FTE numbers and additional investments
  • As of now, Aareon continues to assess this crisis from a business point of view as a singular event and still expects an adjusted
    EBITDA effect in FY 20 of approx. € -10 mn
  • Adj. EBITDA as well as adj. EBITDA margin virtually stable at € 41 mn (PY: € 42 mn) and 22% (PY: 23%) respectively - growing digital business compensated lower consulting revenues due to Covid-19 crisis
  • Outlook 2025:
    Development of value creation plan with goal to become a "Rule of 40" company
  1. Calculation refers to unrounded numbers
  2. Incl. capitalised software and other income
  3. New Products consist of e.g. Virtual Assistant, Aareon Smart Platform, etc., Inorganic bundles Venture (e.g. Ophigo)

21

and M&A activities, include investments in new product developments

Segment: Aareon

YTD: Recurring revenue providing stability, growth in digital continues

Sales revenue development

ERP revenue in € mn

Total sales revenue1):

Digital revenue in € mn

ERP revenue1):

Digital revenue():

4%

-1%

+25%

252

51

188

182

35

44

122

126

23

201

30

59

146

64

144

15

12

99

96

47

49

  • Aareon total sales revenue increased by 4% yoy, mainly driven by Digital and Consulting
  • Digital grew by 25% yoy, based on higher penetration with existing digital products and CalCon
  • ERP decreased by -1% yoy because of lower Consulting due to Covid-19
  • Consulting utilisation rate: ~60% (previous years ~70%) still relatively high thanks to green (digitalised) consulting

Q1 2019

H1 2019

9M 2019

FY 2019

Q1 2020

H1 2020

9M 2020

Q3: Share of recurring revenue (LTM)2)

66%

Recurring revenue

  1. Represents growth rate from 9M '19 to 9M '20 (based on unrounded numbers)
  2. LTM: Last twelve months
  • The recurring revenues share (LTM) of 66%
    (2019: 64%) at high level and has steadily been growing throughout the quarters
  • Increasing assurance of revenues independent from circumstances another pillar of becoming a "Rule of 40" company
  • The trend in the customer base to buy into SaaS based ERP- and digital solution is ongoing, additionally the demand for outsourcing services is high as well

22

Group results Q3 2020

23

Q3 results 2020

Positive operating profit despite Covid-19 impacts, growing NII & NCI

€ mn

Q3 '19

Q4 '19

Q1 '20

Q2 '20

Q3 '20

Q3 2020-Comments

Net interest income

134

130

123

122

128

Positive impacts from TLTRO participation and

increased portfolio

Derecognition result

15

22

7

9

3

Effects from early repayments

Loss allowance

27

35

58

48

61

Above last years' level due to Covid-19 impact

Net commission income

54

65

57

54

57

Above last years' level driven by Aareon's growth

FV- /hedge-result

2

-4

11

-16

-2

Admin expenses

114

118

129

109

114

Flat despite Aareon growth

Others

0

2

0

-10

0

Operating profit (EBT)

64

62

11

2

11

Positive operating profit despite Covid-19 impacts,

growing NII & NCI

Income taxes

24

20

4

-7

10

FY tax ratio above 50% expected due to expenses

non effective for tax purposes

Minorities

1

0

1

0

1

Additional € ~180 mn from Aareon minority sale

Consolidated net income

39

42

6

9

0

will be shown in Q4 directly in equity position under

allocated to shareholders

IFRS consolidated financial statements (unlike in

HGB financial statements)

Earnings per share1) (€)

0.60

0.62

0.04

0.07

-0.05

1) After AT1 accrual

24

Net interest income (NII)

Positive impacts from TLTRO participation and increased portfolio

150 € mn

125

100

75

134

130

123

122

128

50

25

0

Q3 2019

Q4 2019

Q1 2020

Q2 2020

Q3 2020

  • Positive TLTRO effect (bonus) of ~ € 4 mn
  • Portfolio increase (€ 26.7 bn) by strong new business supporting NII despite weakened USD
  • YE-portfoliosize in the upper end of guided range expected (€ 26 - 28 bn);
    TLTRO-bonus collection therewith likely

25

Loss allowance (LLP) / Others

Above last years' level due to Covid-19 impact

P/L position: LLP

Covid-19 related P/L effects with respect to asset valuation

75

€ mn

Covid-19 related

€ mn

9M 2020

management

(9M/20: 111)

61

58

>

overlays

50

48

others

30

25

50

31

65

€ 138 mn

73

27

35

31

17

8

0

Q3 2019

Q4 2019

Q1 2020

Q2 2020

Q3 2020

9M LLP amounts to € 167 mn, thereof

  • € 57 mn management overlay
    (Q1: € 17 mn, Q2: € 20 mn, Q3: € 20 mn)
  • € 51 mn Stage 1/2 including but not limited to Covid-19
    (Q1: € 15 mn, Q2: € 11 mn, Q3: € 25 mn)
    Stage 1/2 related LLP stock increased throughout the crises by 108% to € 79 mn
  • Covid-19effect (with respect to asset valuation) of € 138 mn in 9M (Q3: € 32 mn) reflected in the following P/L positions:
    • LLP: € 111 mn (Q3: € 30 mn)
      thereof management overlays: € 57 mn (Q3: € 20 mn)
    • Fvpl: € 14 mn (Q3: € 1 mn)
      thereof management overlays: € 16 mn (Q3: € 3 mn)
    • Other expenses: € 13 mn (Q3: € 0 mn)

26

Defaulted exposure

NPL portfolio further decreased

Development of defaulted exposure

Defaulted exposure by country (€ mn)

€ mn

% defaulted (vs. 12/2019)

USA: 55 (0)

Others: 31 (45)

exposure ratio

2,500

9.0%

Poland: 59

(64)

7.3%

Spain: 104

6.9%

6.9%

(41)

2,000

6.3%

Italy: 503

1,929

France: 112

(642)

1,721

1,873

6.0%

(111)

1,500

1,664

4.2%

4.3%

UK: 165 (182)

3.9%

1,000

1,111

Successful accelerated de-risking activities

1,085

1,029

3.0%

Additional outflow of several smaller and inflow of

500

two new NPLs

Net NPL reduction in Q3 of € 82 mn

0

0.0%

Opportunities for further accelerated de-risking

will be assessed if they emerge

Defaulted exposure / Total CREF portfolio

Defaulted exposure

27

Net commission income

Above last years' level driven by Aareon's growth

80

70

60

50

40

30

20

10

0

  • mn

65

54

57

54

57

Q3 2019

Q4 2019

Q1 2020

Q2 2020

Q3 2020

  • Aareon's NCI contribution increased
    • Growth in digital solutions continuous
    • Recovery in Consulting business
    • High share of recurring revenues providing earnings stability even in times of Covid-19 crisis
  • C/S Bank segment increased NCI YtD

28

Admin expenses

Flat despite Aareon growth

  1. € mn

118

129

114

109

114

50

25

0

Q3 2019

Q4 2019

Q1 2020

Q2 2020

Q3 2020

29

  • Q3 admin expenses kept on previous years' level
  • 9M 2020 figure (€ 352 mn) significantly reduced despite Aareon growth (9M 2019 € 370 mn, incl. € 11 mn DHB Integration)
  • Q1 including € 18 mn European bank levy and ESF
  • Aareon
    • Q3 2020: € 46 mn (Q3 2019: € 43 mn)
    • 9M 2020: € 138 mn (9M 2019: € 127 mn)

Capital, B/S, Funding/Liquidity

30

Capital

Solid capital ratios

B3 / B41) RWA2)

20

€ bn

Basel 4

Basel 3

15

16.6

16.4

10

11.3

11.2

5

0

31.12.2019

30.09.2020

31.12.2019

30.09.2020

  • Portfolio growth & first Covid-19 effects triggered Q3 RWA increase. CRR2 Quick-Fix overcompensate B3 RWA increase
  • RWA increase in Q4 expected (e.g. portfolio growth, Covid-19 effects). B4 RWA less exposed to Covid-19 volatility due to floor
  • Capital gain (~€ 180 mn) from sale of Aareon minority share will positively impact Q4 capital ratios (B3: ~150bps / B4: ~110bps)
  • Significant CET1, AT1 and T2 buffers; optimisation potential in review
  • T1-Leverageratio at 6.0% despite TLTRO participation
  • Remaining regulatory uncertainties (models, ICAAP,
    ILAAP, B4 etc.): modelled RWA's may further inflate

B3 capital ratio3)

35%

29.9%

30.3%

30%

7.6%

T2

7.2%

25%

2.7%

AT1

2.7%

20%

15%

20.4%

10%

19.6%

CET 1

5%

0%

31.12.2019

30.09.2020

B4 CET 1 ratio1)

15%

10%

13.5%

13.9%

5%

0%

31.12.2019

30.09.2020

  1. Underlying RWA estimate, given a 72.5 % output floor based on the final Basel Committee framework dated 7 December 2017, calculation subject to outstanding EU implementation as well as the implementation of further regulatory requirements
  2. Ratings not yet reflecting potential changes from management overlays
  3. When calculating own funds as at 30 Sep. 2020, interim profits were taken into account, deducting the pro-rata dividend in line with the

31

dividend policy, and incorporating the pro-rata accrual of net interest payable on the AT1 bond. Moreover, the expected relevant impact

of the TRIM exercise on commercial property financings, and of the SREP recommendations concerning the NPL inventory as well as

the ECB's NPL guidelines for exposures newly classified as NPLs, were taken into account for determining regulatory indicators.

B/S structure according to IFRS

As at 30.09.2020: € 44.5 bn (31.12.2019: € 41.1 bn)

50

45

40

35

30

25

20

15

10

5

0

  • bn

5.7

(2.8) Money Market

8.6 (3.6) Money Market

8.8

(8.8)

Treasury portfolio

10.2 (9.7)

of which cover pools

Deposits from housing

industry clients

26.1 (25.9) Commercial real estate

finance portfolio

22.8 (24.8)

Long-term funds

and equity

of which

19.0 (20.9)

Long-term funds

11.6 (13.4) PB

7.4 ( 7.5) SU

1.2 (1.3)

Subordinated capital

2.6 (2.6)

Shareholders' equity

3.9 (3.6) Other assets1)

2.9 (3.0) Other liabilities

Assets

Liabilities & equity

  • Well balanced B/S structure
  • Temporary significant increase of total assets due to participation in ECBs' TLTRO (> € 4 bn) currently reflected in money market positions

1) Other assets includes € 0.4 bn private client portfolio and WIB's € 0.3 bn public sector loans

32

Funding / Liquidity

Diversified funding sources and distribution channels

Deposits:

Deposits:

Senior

Pfandbriefe

Housing industry customers

Inst. customers

unsecured

3.4 (4.1) Other assets2)

  • Sustainable and strong housing industry deposit base being part of well diversified funding mix
  • Successful capital market transactions during the first 9 months:
    • More than 40 senior unsecured private placements with a volume of € 600 mn
    • September: € 500 mn senior preferred benchmark (6.5Y, MS +95bps)
    • October: € 500 mn Pfandbrief benchmark (6Y, MS+1bp)
  • Expected Q4 portfolio growth already funded
  • Liquidity ratios significantly over fulfilled:
    • NSFR > 100%
    • LCR >> 100%

33

Treasury portfolio

€ 7.3 bn (2019: € 7.3 bn) of high quality and highly liquid assets

by rating1)

by asset class

(vs. 12/2019)

BBB: 12%

< BBB / no

(vs. 12/2019)

Covered Bonds /

rating: > 0%

(14%)

(>0%)

Financials: 2%

(3%)

A: 6%

(8%)

  1. 36%
    (38%)

Public Sector

AA: 46%

Debtors: 98%

(97%)

(40%)

As at 30.09.2020 - all figures are nominal amounts 1) Composite Rating

34

Outlook 2020

35

Outlook 2020 specified

We had qualified our annual forecast published in the 2019 Annual Report, noting that the impact of the Covid-19 pandemic cannot be reliably estimated and that it is thus impossible to anticipate the consequences for business and earnings development.

In the remaining course of the year and in addition to our strategic initiatives as part of "Aareal Next Level" we focus to overcome the challenges and impacts from the Covid-19 pandemic together with our clients.

Crucial Question:

When will the economic recovery kick-in? With what momentum?

Our assumption:

Aareal Bank Group continues to forecast an updated "swoosh"-shaped course of the

crisis and recovery. The market forecast has deteriorated overall, compared to

June 30th 2020. Hence, for 2020 we now expect a somewhat more pronounced

decline in economic activity in most of the regions where we are active, and a

recovery that will be delayed by about six months. We continue to anticipate a

marked recovery in 2021 and 2022

Our Outlook1):

In view of the deteriorating macroeconomic forecasts and market outlook, as at today

the Bank expects an significant positive operating profit in the mid double-digit euro

million range

  1. Naturally, in the current environment, this forecast is subject to significant uncertainty, especially with regard to the assumed duration and intensity of the crisis, the pace of recovery and the associated effects on our clients, as well as prevailing unclear regulatory and

accounting provisions, and the possibility that individual loan defaults cannot be reliably predicted. Further effects from potential de-

36 risking measures are also not included. We continuously assess the pandemic development, the actions taken, and the resulting economic impact. Should the current trend continue, our forecast might need to be further adjusted

The way ahead

37

Delivering on "Aareal Next Level" despite Covid-19 impact

Our strategy "Aareal Next Level"…

…and what we achieved so far

Aareon minority sale -

Partnering with Advent

Unbundling and continued

growth of Aareon

Co-operation with ista

established

Accelerated de-risking in a

value preserving manner

Further strengthened our

CREF backbone

  • Sound strategic basis and financial strength for further successful development of Aareal Bank Group

Management has initiated a 360° review of 'Aareal Next Level' in the context of Covid-19 and it's mid term structural implications supported by McKinsey

38

Priorities of our 360° review of "Aareal Next Level"

Exploit opportunities of Covid-19 induced changes

Potential

Time

Priorities

impact

horizon

Capital (allocation) efficiency

Review and optimise

  • Regulatory capital effectiveness from a normative (BIII and BIV) and economic perspective

(CREF business, TR book, etc.)

high

short- to mid-

Capital deployment and -profitability / new business allocation

term

Total capital structure (incl. AT1 and Tier 2)1)

Size of on- and off balance sheet business

Invest in capital light business - organically and via M&A

Value Creation Plan for Aareon to achieve "Rule of 40"

high

mid-term

  • Explore opportunities to grow/invest in capital light banking business on top

Opportunity driven M&A track record to be continued

high

If possibilities

arise

Corporate setup effectiveness

Aareal Bank new way of working (incl. remote working, workfloor concept, etc.)

mid

mid- to long-

Benchmarking of setup, processes and IT infrastructure

term

Strengthening ESG as an integral part of our DNA

Transparency assessment of our portfolio ongoing (80% completed)

mid- to long-

Approx. 50% with green building certificates, Energy performance certificates or both are in place,

mid / high

term

share to be increased going forward

Key focus: - Create sustainable shareholder value in a new normal after Covid-19 with the aim of earning our CoE mid-term2)

    • Resume our track record as a reliable dividend payer1)
  1. Subject to ECB approval
  2. Based on optimised regulatory capital structure

39

Key Takeaways

40

Key takeaways

All good reasons to reiterate: Robust business in tough times

41

Ongoing resilient performance

Risks manageable

Strong financial position

Outlook 2020 specified

Maintaining strategic flexibility

Aareal Group stays positive on operating profit despite significant Covid-19 related burdens, thanks to its strong business performance and diversified Group set-up

Covid-19 related risks remain under control; precautionary model based risk provisioning resulting in substantial management overlays, while asset quality continuously proves to be high

Aareal Group is financially well-equipped given considerable buffers in capital position (even without capital gain from Aareon minority sale) and solid funding position

Due to Covid-19 uncertainties Aareal Group slightly adjusted its guidance for FY-2020, while still expecting a significant positive operating profit in the mid double-digit euro million range

Strategic milestones within "Aareal Next Level" achieved, regardless of high attention to manage through the crisis - strategic review started in light of recent environmental changes

Asset quality

42

Development commercial real estate finance portfolio

By region

  • mn

100%

492

1,528

1,073

246

420

770

277

579

90%

2,789

3,779

2,951

2,532

7,429

7,925

80%

1,791

2,939

2,790

70%

4,671

2,872

2,354

1,286

1,510

1,566

60%

1,312

4,180

3,945

50%

4,070

2,962

15,783

40%

4,913

7,453

30%

15,193

8,599

8,582

20%

4,804

10%

3,905

3,152

2,992

0%

1998

2003

2008

2013

2018

Q3 2020

43

Asia / Pacific

North

America

Europe East Europe North

Europe

South

Europe

West

Germany

Development commercial real estate finance portfolio

By property type

  • mn

100%

2,249

1,592

528

630

327

2,068

2,584

1,956

2,508

90%

1,032

892

2,147

80%

1,764

2,987

3,671

5,327

8,032

8,583

2,562

70%

4,103

60%

6,212

4,796

6,385

50%

6,612

5,853

40%

7,718

30%

10,681

7,762

11,252

7,374

20%

7,630

10%

3,538

2,121

0%

1,792

1,152

1998

2003

2008

2013

2018

Q3 2020

44

others

Logistic

Hotel

Retail

Office

Residential

Western Europe (ex Germany) CREF portfolio

Total volume outstanding as at 30.09.2020: € 8.6 bn

by product type

by property type

Developments:<1%

Residential:1)

Others: 1%

2%

Logistic: 6%

Retail: 19%

Hotel: 47%

Investment

finance: 99%

Office: 25%

by performance

by LTV ranges2)

NPLs

60-80%: 2%

>80%: > 0%

3%

Performing

< 60%: 98%

97%

  1. Incl. Student housing (UK & Australia only)
  2. Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

45

Spotlight: UK CREF portfolio

€ 3.8 bn (~15% of total CREF-portfolio)

Total portfolio by property type

(vs. 12/2019)

Office: 7%

Student housing: 6%

(4%)

(8%)

Logistic: 8%

(8%)

Hotel: 49%

(47%)

Retail: 30% (33%)

Average LTV by property type1)

(vs. Ø 12/2019: 57%)

Ø LTV: 57%

100%

80%

68%

57%

55%

52%

55%

60%

40%

20%

0%

Hotel

Retail

Logistic

Office

Student

housing

Yield on debt1)

11.0%

9.9%

10.0%

9.6%

9.7%

9.6%

10.0%

9.0%

9.7%

9.9%

9.9%

9.3%

8.0%

7.0%

6.7%

6.0% 2011 2012 2013 2014 2015 2016 2017 2018 2019 Q3

'20

Comments (vs. 2019)

  • Performing:
    • Investment finance only, no developments
    • ~ 60% of total portfolio in Greater London area, emphasising on hotels
    • € 155 mn with LTV > 60%
    • Avg. LTV on same level as total CREF-portfolio
    • Significant drop in YoD due to high hotel share of portfolio strongly effected by Covid-19
  • Defaulted exposure: € 165 mn (€ 182 mn)

1) Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

46

German CREF portfolio

Total volume outstanding as at 30.09.2020: € 3.0 bn

by product type

by property type

Others: 2%

Others: 1%

Logistic: 12%

Retail: 27%

Residential:

17%

Investment

Hotel: 23%

finance: 99%

Office: 19%

by performance

by LTV ranges1)

NPLs

60-80%: 3%

> 80%:>0%

1%

Performing

< 60%: 97%

99%

1) Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

47

Southern Europe CREF portfolio

Total volume outstanding as at 30.09.2020: € 3.0 bn

by product type

by property type

Develop-

Others: 1%

Others: 13%

ments: 7%

Residential: 2%

Hotel: 2%

Office:

21%

Retail: 40%

Investment

finance: 92%

Logistic: 22%

by performance

by LTV ranges1)

60-80%: 5%

> 80%:> 0%

NPLs

21%

Performing

79%

< 60%: 95%

1) Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

48

Spotlight: Italian CREF portfolio (€ 1.7 bn)

Successful de-risking led to further significant NPL reduction

Italian Portfolio by property type

Italian Portfolio by LTV ranges1)

(vs. 12/2019)

Volume: € 1.7 bn (vs. 12/2019)

60-80%: 5%

> 80%: >0% Ø LTV: 58%

Others: 15%

(3%)

(>0%)

(16%)

Hotel: 2%

Retail: 40%

(3%)

(35%)

Office: 21% (27%)

< 60%: 95%

Logistics: 22%(97%) (19%)

Average LTV / YoD by property type1)

100%

Ø LTV: 58%

Ø YoD: 8.2%20%

19.2%

75%

62%

58%

16.9%

15%

52%

51%

50%

48%

10%

9.6%

25%

7.6%

6.7%

5%

0%

0%

Retail

Office

Logistics

Hotel

Others

Comments

  • LTV: € 14 mn > 70% / € 7 mn > 80% / € 2 mn > 90%
  • Defaulted exposure: € 503 mn as at 30.09.2020
  • Further de-risking in 07/2020 led to an additional reduction of the Italian NPL portfolio close to € 500 mn

1) Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

49

Eastern Europe CREF portfolio

Total volume outstanding as at 30.09.2020: € 1.5 bn

by product typeby property type

Developments: 2%

Hotel: 6%

Retail: 20%

Investment

Office: 25%

Logistic: 49%

finance: 98%

by performance

by LTV ranges1)

NPLs

60-80%: 5%

> 80%:<1%

4%

Performing

< 60%: 94%

96%

1) Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

50

Northern Europe CREF portfolio

Total volume outstanding as at 30.09.2020: € 1.3 bn

by product type

by property type

Others: 2%

Hotel: 6%

Logistic: 23%

Retail: 39%

Investment

finance: 98%

Office: 32%

by performance

by LTV ranges1)

60-80%: 4%

> 80%: 1%

Performing

100%

< 60%: 95%

1) Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

51

North America CREF portfolio

Total volume outstanding as at 30.09.2020: € 7.9 bn

by product type

by property type

Residential: 2%

Retail: 13%

Office: 44%

Hotel: 41%

Investment

finance: 100%

by performance

by LTV ranges1)

NPLs

60-80%: 6%

> 80%:>0%

1%

Performing

< 60%: 94%

99%

1) Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

52

Asia / Pacific CREF portfolio

Total volume outstanding as at 30.09.2020: € 0.8 bn

by product type

by property type

Logistics 8%

Office: 11%

Hotel: 40%

Retail: 15%

Investment

finance 100%

Residentail: 1)

26%

by performance

by LTV ranges2)

60-80%: 1%

Performing

< 60%: 99%

100%

  1. Incl. Student housing (UK & Australia only)
  2. Performing CREF-portfolio only (exposure). Due to lockdown in H1 2020 only limited number of external appraisals available as at 30.09.2020

53

Commercial real estate finance portfolio1) (CREF)

Conservative risk parameters

Total CREF exposure by LTV1)

Portfolio risk matrix

7,000

LTV

Exposure

70% bis 75%

75% bis 80%

80% bis 85%

85% bis 90%

90% bis 95%

95% bis 100% über 100%

6,000

Portfolio

100%

250

132

71

4,000

distribution

Probability

95%

85%

5,000

with low

90%

variance

3,000

80%

2,000

75%

70%

1,000

60%

0

40%

10%

15%

20%

25%

30%

35%

40%

45%

50%

55%

60%

65%

70%

75%

80%

85%

90%

95%

100%

105%

110%

110%

5%

20%

Current Ø LTV

2007 / 2008

>

of 57%

Ø LTV WFC

Density

Current average LTV of 57% Layered LTVs:

  • > 70% LTV exposure: € 250 mn
  • > 80% LTV exposure: € 132 mn

> 90% LTV exposure: € 71 mn

  • High portfolio concentration at 57% LTV
  • Fairly small tail risk

1) Performing CREF-portfolio only, LTV / YoD pre Covid-19, exposure (excl. commitments) as at 31.03.2020

54

Accelerated de-risking

Italian exposure, FY2018-2020

€ bn

5

62.50%

4.0

4

2.7

2.5

3

Public sector

2

CREF non perf.

1

CREF performing

0

Other assets

31.12.2018

31.12.2019

31.07.2020

Accelerated de-risking

  • Program with focus on Italian portfolio, continued in Q4 with Italian credit risk further down by approx. € 0.6 bn (thereof € 0.3 bn NPL, € 0.3 bn single borrower risk)
  • Total effect from accelerated de-risking of approx. € 1.2 bn1) Italian credit risk in 2019
  • P&L burden 2019 of approx. € 50 mn
    (€ ~15 mn in Q4)

Non performing loans, H1 2019 - H1 2020

NPL reduction

2

€ bn

In H2 2019 total NPL volume down by approx. 40%

1.9

Italian NPL also down by approx. 40% in 2019

(incl. a foreclosed Italian asset of approx. € 90 mn

1.1

0.9

taken on own book for future development,

not part of acc. de-risking)

1

Italy

Other countries

0

30.06.2019

31.12.2019

31.07.2020

  1. Thereof € 350 mn NPL (in FY 2019, of which € 310 mn in H2 2019), € 350 mn single borrower risk, € 410 mn BTPs, € 80 mn NPL provisioned for future reduction

55

Commercial real estate finance portfolio (CREF) Dimension of (theoretical) Stage migration effects have benefit from successful de-riskingexecuted in 2019 and Covid-19related provisions already considered in Q1/20 LLP

Stage 1 (1Y EL)

Stage 2 (LEL)

Stage 3a (model-based)

B

A

YE 18 Q1 20

YE 18 Q1 20

YE 18 Q1 20

What:

IFRS 9 Stage 2 maximum shift, LLP dimension

depending on rating development

How:

A Modelling an (unrealistic) theoretical case

of 100% loan volume migrating from

Stage 1 to Stage 2

  1. Additional shift of 1-2 rating classes

Impact:

Recognition in P/L

Dimension: Q1 2020: ~ € 100 mn additional Stage 2 LLPs YE 2018: ~ € 150 mn additional Stage 2/3a LLPs

  • Dimension of (theoretical) Stage migration effects have benefit from successful de-risking executed in 2019 and Covid-19 related provisions already considered in Q1/2020 LLP

56

Segments

57

Aareon segment

Dimension products / markets and M&A activities / other cooperations

Progress on the development of products, markets and M&A activities / other cooperations

Products/Markets

M&A activities / other cooperations

  • Launch of Wodis Yuneo - user centric approach and based on newest technology (intelligent tools and analytics components. Routine tasks, for example, can be automated and errors avoided using certain algorithms, optimized user interface, high flexibility due to web-based technology). First customers decided for Wodis Yuneo
  • Neela AI based Virtual Assistant: Start of roll-out
  • Venture OFI Group with platform Ophigo used by first customers. Two other ventures (ecaria and Refurbio) created and start to build-up the business model
  • Online event Aareon Live "Pioneering Spirit" with about 1,600 registered participants. First presentation of the new ERP product generation Wodis Yuneo in Germany, prominent key notes, further product information as well as online exhibition
  • CalCon integration project on track - product integrated in Aareon Smart World and sales synchronized as well as internal process set up; communications intensified.
  • M&A activity to expand inorganically and drive digital product capabilities according to communicated growth case - extensive market screening for potential targets and numerous opportunities have been identified which are systematically pursued and modelled within a value creation plan
  • Success will lead to upside potential

58

Accelerate growth and value creation by partnership with Advent

59

This landmark transaction delivers on one of the key pillars of

"Aareal Next Level"

Structured Property Financing (SPF)

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.€ 26 bn; average
    LTV: 57%

"Activate"

Consulting/Service (C/S) Bank

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 € 11.0 bn in Q3 2020

"Elevate"

Aareon

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

"Accelerate"

60

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

Ideally positioned to

drive industry consolidation

Track record

"We have done it before"

Scale and footprint

"We are the natural consolidator"

Unique ability to unlock synergies

"We can make these deals work"

Supportive shareholders

"We have the resources"

Track record of successful M&A

execution and integration

2020

2017

real estate Businesses

2015

2013

2012

(1)

2010

2008

2007AIPG

2006

2000

System Team

Housing

Accelerated M&A add-on strategy

with support of Advent

Great home for businesses

+

Customer and

market footprint

+

Ability to unlock further

synergies

+

Considerable

M&A fire power

61 Note: (1) Acquisition of 51%, with remaining 49% acquired in July 2014

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

1

Keep structured property financing on track

Leverage on expanded origination, structuring and exit opportunities -

flexibly "play the matrix" (countries, asset classes, structures)

Structured

Expand servicing and digitisation opportunities

property

ACTIVATE!

De-risk balance sheet and flexibility where appropriate

financing

Protect the group's backbone and retain "best in class position"

Contribute to mega-trend ESG by focusing on high-quality, long lasting value

property financing

2

Leverage and grow our housing and adjacent industries business

  • Elevate product range by utilising deep understanding of customer processes

Housing &

and infrastructure…

…by further expanding product suite with a focus on fee income

adjacent

ELEVATE!

Take opportunities of joint business model developments with customers and

industries

other market players (e.g. "objego"; joint-venture with ista)

  • Support affordable housing through our cost-efficient payment solutions

3

As an integral part of our strategy strengthen Aareon's position as the leading software company for the

European real estate industry over time and become a company with a strong independent value proposition

  • Continue execution of already announced organic growth strategy to double EBITDA in the mid-term…
  • …particularly by expanding our digital solutions portfolio organically

Aareon

ACCELERATE! On top: accelerate through additional M&A activities - if and when opportunities

arise

  • Further invest in digital ecosystems relating sectors to meet today's challenges
    (e.g. virtual assistance, digitalised maintenance, mobile services)

62

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

Advent acquires 30% 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

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

63

1) on a 100% basis

2) expected EPS effect for the time period of 31.03.2020 until 31.12.2020

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

Unlock

potential

Value

creation

Roll-up

M&A

strategy

Strategic

support

Financial

support

  • 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
  • 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
  • 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
  • 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
  • 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

Ambition level: Become a "Rule

of 40" software company

today by 2025

Annual

revenue

growth

  • 30% >40%

EBITDA margin

"Rule of 40": Sum of Aareon's annual revenue growth and EBITDA margin will at least reach 40 per cent

64

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

Aareon is ideally positioned to help its clients with the challenges and opportunities that come with the rapid digitisation of the real estate industry - Covid-19 seen as a catalyst for digitisation

Continued R&D investment will allow Aareon to underpin its role as a digital pioneer in the real estate industry by expanding its suite of innovative products and digital solutions for our clients

As the natural consolidator and a great home for acquired businesses, Aareon will bring the best products and solutions in the ecosystem to our clients

As Aareal Bank will remain the majority shareholder committed to Aareon's long-term performance, the existing synergies between the parent and subsidiary will be preserved - in the interests of both institutions' clients

65

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

Use of proceeds

  • 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
  • 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

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

page

  • Enhance flexibility regarding capital management actions

66

Additional boost by investing the proceeds value-enhancing

Proceeds of the transaction

Investing in our business…

By doing so

create

sustainable value

for Aareal Bank and hence our shareholders…

…leading to

Increased optionality regarding value-enhancing opportunities, if and

when they arise

Advanced flexibility regarding potential capital management actions

67

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

Foundation & spin-off

Positioning & growth

Market leader

Accelerated growth

1957-2002

2002-2020

Today

Tomorrow

Data processing centre of

Aareal Bank's predecessor company develops into an IT services group

Development of GES, the

precursor ERP solution

Spin-off of IT services

group into an independent

subsidiary

Formation and renaming of

property specialist bank

Aareal Bank

IT services group renamed as

Aareon AG

Transition from IT services

to software and growth delivered via a 3-phase model:

1

Drive ERP adoption

and international

expansion

Develop "ERP-

2 near" digital solutions

Accelerate growth

3 via increased R&D spending and opportunistic M&A

Resulting in uninterrupted

revenue growth

No.1 European ERP

Develop, agree and execute a

provider to the real estate

joint value creation plan

industry

Boost

Sustainable client base with

organic growth

10m+ units under

management

Step up

M&A activity

400k+ tenants using Aareon

CRM portals & apps

Drive

operational excellence

Digital products successfully

"Rule of 40"

established

by 2025

Pan-European geographic

footprint

68

Capital, B/S, Funding/Liquidity

69

SREP (CET 1) requirements

Demonstrating conservative and sustainable business model

B3 CET1 ratio vs. SREP (CET1) requirements

25%

Capital ratios significant above SREP requirements

B3 CET1 buffer translates into > € 1.3 bn

20.4%

P2R relief by using possibility of partially fulfilling

20%

requirements with AT1 and T2 capital

Total capital requirement 2020 (Overall Capital

Requirement (OCR)) amounts to 12.8% compared

15%

>> x2

to 30.3% total capital ratio

All ratios already include TRIM effects as well as

prudential provisioning

9.26%

10%

0.01%

8.28%

2.50%

0.01%

2.50%

5%

2.25%

1.27%

Countercyclical Buffer

4.50%

4.50%

Capital Conservation Buffer

Pillar 2 Requirement

0%

Pillar 1 Requirement

30.09.2020

SREP 2020

SREP 2020

B3 CET1 ratio

incl. P2R relief

70

The way ahead

71

We take a strategic approach to sustainability management Action areas key to securing the Company's long-termsuccess - as identified in regularly updated materiality analysis

External recognition

Strong performance in

ESG ratings with

ambition to further

improve

  • We are fostering the transition in Real Estate - to a more sustainable, digitised and connected future
  • Our intensified effort will make ESG an even more integral part of our DNA and a driver of value enhancement for all our stakeholders

72

Next Steps in our ESG Journey

Strengthening ESG as an integral part of our DNA by refining our strategy and setting ambitious goals and targets

Ongoing

Strategy

Define sustainability

Development &

targets for management

Implementation

compensation schemes

By next year

By 2022 & Beyond

Quantitative sustainability measures and targets for long-term compensation schemes in place

Areas + Measures)

Ongoing

  • Frequent employee surveys and disclosure

Attractive Employer External recognition of human capital management

[Fair Pay Certification, Logib-D (08/2020), Top Employer (13th, 2019)]

Employee satis-

faction score

Selected Examples (Action

Green Offering

Transparency

By next year

  • ESG product offering e.g. lending, funding

Establish

Expand

  • Transparency at portfolio level on selected ESG aspects [80%]
  • For more than 50% of our portfolio Green Building Certificates1), Energy Performance Certificates or both are in place

No. of products

By 2022

Full ESG transparency

1) DGNB, BREEAM, HQE, LEED

73

Dividend Policy

74

Aareal Next Level

Our Dividend Policy - Confirmed despite significant regulatory burdens

Payout ratio of up to 80% confirmed

Significant book value per share growth incl. dividend

60

Base

Dividend

+

Supplementary

Dividend

  • We intend to distribute approx. 50% of the earnings per ordinary share (EpS) as base dividend
  • In addition, we plan to distribute supplementary dividends of up to 20-30% of the EpS under the following prerequisites:
    • No material deterioration of the environment (with longer-term and sustainably negative effects)
    • Nor attractive investment opportunities neither positive growth environment

52

53

50

49

47

44

4037

32

30

20

10

0

2013

2014

2015

2016

2017

2018

2019

  • Attractive dividend policy and significant book value growth creating sustainable value for Aareal and hence our shareholders

75

Regulation

76

Economic ICAAP the next focus on the regulatory agenda - our reading and take away

House of ICAAP

according to ECB ICAAP Guidelines

Maintaining capital

adequacy on an ongoing basis

over the medium term from 2 complementary

internal perspectives

1 Economic ICAAP on SSM priority list 2020

Ongoing discussions regarding interpretation of requirements

Different methods currently used throughout Europe to

estimate future volatility (scenario based vs. VAR models)

ICAAP Guidelines published end of 2018 are very

conservative regarding holding period and confidential

interval

Regulatory capital ratios

Normative internal perspective

  • Ongoing fulfilment of all relevant regulatory requirements and external constraints
  • Medium-termprojections for at least three years:
    • Ensure the ongoing fulfillment of OCR plus P2G in the baseline, and TSCR in adverse scenarios
    • Takes into account all material risks (not limited to Pillar 1 risks)
    • Considers upcoming changes in the legal / regulatory / accounting framework
  • Adequate and consistent internal methods to quantifying impacts on Pillar 1 ratios
  • Additional management buffers determined by the institutions

Economic ICAAP

Economic internal perspective

  • Risks that may cause economic losses are covered by internal capital1)
  • Capital adequacy concept based on economic value considerations (e.g. net present value approach)
  • Internal definition of capital
  • Point-in-timerisk qualification of the current situation feeding into medium-term assessment covering future developments
  • Adequate and consistent internal risk quantification methods
  • Internal indicators, thresholds and management buffers.

ECB aims for future harmonization (equal to TRIM?)

and potential tightening

2 AT1 with normative triggers will no longer be eligible under Economic ICAAP:

Regulatory capital ratios: Future treatment appears to be more generous, although decisions will be taken on a case by case basis

P2R could be partly covered by AT1 (and/or T2)

Economic ICAAP: Future requirements will be tightened

  • AT1 with normative triggers not accountable any more (see ECB feedback statement; question 208)
  • Interim grandfathering of existing AT1 (issued, cut off date?) not decided yet, but unlikely from our point of view
  • AT1 in the economic ICAAP, currently and presumably in future no alternative instruments (beside CET1) available to fulfil ECB requirements (economic triggers instead of normative)
  • Economic ICAAP to become the new capital constraint for European banks?
  1. Different risk categories regarding regulatory capital ratios and economic ICAAP

77

AT1: ADI of Aareal Bank AG

78

Interest payments and ADI of Aareal Bank AG

Available Distributable Items (as of end of the relevant year)

31.12. 31.12. 31.12. 31.12. 31.12. 2015 2016 2017 2018 2019

  • mn

Net Retained Profit

99

122

147

126

120

Net income

99

122

147

126

120

Profit carried forward from previous year

-

-

-

-

-

Net income attribution to revenue reserves

-

-

-

-

-

+

Other revenue reserves after net income attribution

720

720

720

720

720

=

Total dividend potential before amount blocked1)

819

842

870

846

840

./. Dividend amount blocked under section 268 (8)

287

235

283

268

314

of the German Commercial Code

./. Dividend amount blocked under section 253 (6)

-

28

35

42

40

of the German Commercial Code

=

Available Distributable Items1)

532

579

552

536

486

+

Increase by aggregated amount of interest expenses relating to

46

46

32

24

23

Distributions on Tier 1 Instruments1)

=

Amount referred to in the relevant paragraphs of the terms and

conditions of the respective Notes as being available to cover Interest

578

625

584

560

509

Payments on the Notes and Distributions on other Tier 1 Instruments1)

1) Unaudited figures for information purposes only

79

Group results Q3 2020

80

Aareal Bank Group

Results Q3 2020

01.07.-

01.07.-

Change

30.09.2020

30.09.2019

€ mn

€ mn

Profit and loss account

Net interest income

128

134

-4%

Loss allowance

61

27

126%

Net commission income

57

54

6%

Net derecognition gain or loss

3

15

-80%

Net gain or loss from financial instruments (fvpl)

-4

5

-180%

Net gain or loss on hedge accounting

2

-3

-167%

Net gain or loss from investments accounted for using the equity method

0

0

0%

Administrative expenses

114

114

0%

Net other operating income / expenses

0

0

0%

Operating Profit

11

64

-83%

Income taxes

10

24

-58%

Consolidated net income

1

40

-98%

Consolidated net income attributable to non-controlling interests

1

1

0%

Consolidated net income attributable to shareholders of Aareal Bank AG

0

39

-100%

Earnings per share (EpS)

Consolidated net income attributable to shareholders of Aareal Bank AG1)

0

39

-100%

of which: allocated to ordinary shareholders

-4

35

-111%

of which: allocated to AT1 investors

4

4

Earnings per ordinary share (in €)2)

-0.05

0.60

-108%

Earnings per ordinary AT1 unit (in €)3)

0.04

0.04

  1. The allocation of earnings is based on the assumption that net interest payable on the AT1 bond is recognised on an accrual basis.
  2. Earnings per ordinary share are determined by dividing the earnings allocated to ordinary shareholders of Aareal Bank AG by the

weighted average of ordinary shares outstanding during the financial year (59,857,221 shares). Basic earnings per ordinary share correspond to diluted earnings per ordinary share.

81 3) Earnings per AT1 unit (based on 100,000,000 AT1 units with a notional amount of 3 € each) are determined by dividing the earnings allocated to AT1 investors by the weighted average of AT1 units outstanding during the financial year. Earnings per AT1 unit (basic) correspond to (diluted) earnings per AT1 unit.

Aareal Bank Group

Results Q3 2020 by segments

Structured

A

Consulting /

a

Consolidation/

Aareal Bank

Property

Aareon

Services Bank

r

Reconciliation

Group

Financing

e

01.07.-

01.07.-

01.07.-

01.07.-

01.07.-

01.07.-

01.07.-

01.07.-

01.07.-

01.07.-

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

€ mn

Net interest income

119

138

9

-4

0

0

0

0

128

134

Loss allowance

61

27

0

0

61

27

Net commission income

1

2

6

7

53

49

-3

-4

57

54

Net derecognition gain or loss

3

15

3

15

Net gain or loss from financial instruments (fvpl)

-4

5

0

-4

5

Net gain or loss on hedge accounting

2

-3

2

-3

Net gain or loss from investments

0

0

0

0

accounted for using the equity method

Administrative expenses

56

55

15

20

46

43

-3

-4

114

114

Net other operating income / expenses

0

-1

0

0

0

1

0

0

0

0

Operating profit

4

74

0

-17

7

7

0

0

11

64

Income taxes

9

27

-1

-6

2

3

10

24

Consolidated net income

-5

47

1

-11

5

4

0

0

1

40

Allocation of results

Cons. net income attributable to non-controlling

0

0

0

0

1

1

1

1

interests

Cons. net income attributable to shareholders of

-5

47

1

-11

4

3

0

0

0

39

Aareal Bank AG

82

Aareal Bank Group

Results 9M 2020

01.01.-

01.01.-

Change

30.09.2020

30.09.2019

€ mn

€ mn

Profit and loss account

Net interest income

373

403

-7%

Loss allowance

167

55

204%

Net commission income

168

164

2%

Net derecognition gain or loss

19

42

-55%

Net gain or loss from financial instruments (fvpl)

-11

5

-320%

Net gain or loss on hedge accounting

4

-4

-200%

Net gain or loss from investments accounted for using the equity method

0

0

0%

Administrative expenses

352

370

-5%

Net other operating income / expenses

-10

1

Operating Profit

24

186

-87%

Income taxes

7

65

-89%

Consolidated net income

17

121

-86%

Consolidated net income attributable to non-controlling interests

2

2

0%

Consolidated net income attributable to shareholders of Aareal Bank AG

15

119

-87%

Earnings per share (EpS)

Consolidated net income attributable to shareholders of Aareal Bank AG1)

15

119

-87%

of which: allocated to ordinary shareholders

3

107

-97%

of which: allocated to AT1 investors

12

12

Earnings per ordinary share (in €)2)

0.06

1.80

-97%

Earnings per ordinary AT1 unit (in €)3)

0.12

0.12

  1. The allocation of earnings is based on the assumption that net interest payable on the AT1 bond is recognised on an accrual basis.
  2. Earnings per ordinary share are determined by dividing the earnings allocated to ordinary shareholders of Aareal Bank AG by the weighted average of ordinary shares outstanding during the financial year (59,857,221 shares). Basic earnings per ordinary share

correspond to diluted earnings per ordinary share.

83 3) Earnings per AT1 unit (based on 100,000,000 AT1 units with a notional amount of 3 € each) are determined by dividing the earnings allocated to AT1 investors by the weighted average of AT1 units outstanding during the financial year. Earnings per AT1 unit (basic) correspond to (diluted) earnings per AT1 unit.

Aareal Bank Group

Results 9M 2020 by segments

Structured

A

Consulting /

a

Consolidation/

Aareal Bank

Property

Aareon

Services Bank

r

Reconciliation

Group

Financing

e

01.01.-

01.01-

01.01.-

01.01-

01.01.-

01.01-

01.01.-

01.01-

01.01.-

01.01-

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

30.09.

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

€ mn

Net interest income

345

414

29

-10

-1

-1

0

0

373

403

Loss allowance

167

55

0

0

167

55

Net commission income

4

6

18

17

155

150

-9

-9

168

164

Net derecognition gain or loss

19

42

19

42

Net gain or loss from financial instruments (fvpl)

-11

5

0

0

-11

5

Net gain or loss on hedge accounting

4

-4

4

-4

Net gain or loss from investments

0

0

0

0

accounted for using the equity method

Administrative expenses

173

195

50

57

138

127

-9

-9

352

370

Net other operating income / expenses

-11

0

0

-1

1

2

0

0

-10

1

Operating profit

10

213

-3

-51

17

24

0

0

24

186

Income taxes

4

74

-2

-17

5

8

7

65

Consolidated net income

6

139

-1

-34

12

16

0

0

17

121

Allocation of results

Cons. net income attributable to non-controlling

0

0

0

0

2

2

2

2

interests

Cons. net income attributable to shareholders of

6

139

-1

-34

10

14

0

0

15

119

Aareal Bank AG

84

Aareal Bank Group

Results - quarter by quarter

Structured Property

Consulting / Services

Aareon

Consolidation /

Aareal Bank Group

Financing

Bank

Reconciliation

Q3

Q2

Q1

Q4

Q3

Q3

Q2

Q1

Q4

Q3

Q3

Q2

Q1

Q4

Q3

Q3

Q2

Q1

Q4

Q3

Q3

Q2

Q1

Q4

Q3

2020

2019

2020

2019

2020

2019

2020

2019

2020

2019

€ mn

Net interest income

119

113

113

135

138

9

10

10

-5

-4

0

-1

0

0

0

0

0

0

0

0

128

122

123

130

134

Loss allow ance

61

48

58

35

27

0

0

0

0

0

0

61

48

58

35

27

Net commission income

1

1

2

4

2

6

7

5

6

7

53

49

53

58

49

-3

-3

-3

-3

-4

57

54

57

65

54

Net derecognition

3

9

7

22

15

3

9

7

22

15

gain or loss

Net gain / loss from fin.

-4

-17

10

-4

5

0

0

0

0

0

-4

-17

10

-4

5

instruments (fvpl)

Net gain or loss on

2

1

1

0

-3

2

1

1

0

-3

hedge accounting

Net gain / loss from

investments acc. for

1

0

0

0

0

0

0

0

0

1

0

using the equity method

Administrative

56

49 68

59

55

15

17

18

16

20

46

46

46

46

43

-3

-3

-3

-3

-4

114

109

129

118

114

expenses

Net other operating

0

-11

0

-1

-1

0

0

0

1

0

0

1

0

1

1

0

0

0

0

0

0

-10

0

1

0

income / expenses

Operating profit

4

-1

7

63

74

0

0

-3

-14

-17

7

3

7

13

7

0

0

0

0

0

11

2

11

62

64

Income taxes

9

-8

3

21

27

-1

0

-1

-4

-6

2

1

2

3

3

10

-7

4

20

24

Consolidated net

-5

7

4

42

47

1

0

-2

-10

-11

5

2

5

10

4

0

0

0

0

0

1

9

7

42

40

income

Cons. net income

attributable to non-

0

0

0

0

0

0

0

0

0

0

1

0

1

0

1

1

0

1

0

1

controlling interests

Cons. net income

attributable to ARL

-5

7

4

42

47

1

0

-2

-10

-11

4

2

4

10

3

0

0

0

0

0

0

9

6

42

39

shareholders

85

Definitions and contacts

86

Definitions

New Business

=

Newly acquired business + renewals

Common Equity

CET 1

=

Tier 1 ratio

Risk weighted assets

Operating profit/income ./. loss attributable to non-controlling interests ./. AT1 coupon

Pre tax RoE

=

Average IFRS equity excl. non-controlling interests, AT1 and dividends

Admin expenses

CIR

=

Net income

net interest income + net commission income + net result on hedge accounting + net trading income + results from non-trading

Net income

=

assets + results from investments accounted for at equity + results from investment properties + net other operating income

Net stable funding

Available stable funding

=

ratio

Required stable funding

Liquidity coverage

Total stock of high quality liquid assets

=

ratio

Net cash outflows under stress

operating profit ./. income taxes ./. income/loss attributable to non controlling interests ./. net AT1 coupon

Earnings per share

=

Number of ordinary shares

NOI x 100 (Net operating income, based on 12-months forward looking estimate)

Yield on Debt

=

Outstanding incl. prior/pari-passu loans (without developments)

CREF-portfolio

=

Commercial real estate finance portfolio excl. private client business and WIB's public sector loans

REF-portfolio

=

Real estate finance portfolio incl. private client business and WIB's public sector loans

87

Contacts

Jürgen Junginger

Managing Director Investor Relations Phone: +49 611 348 2636 juergen.junginger@aareal-bank.com

Sebastian Götzken

Director Investor Relations

Phone: +49 611 348 3337 sebastian.goetzken@aareal-bank.com

Carsten Schäfer

Director Investor Relations

Phone: +49 611 348 3616 carsten.schaefer@aareal-bank.com

Karin Desczka

Manager Investor Relations Phone: +49 611 348 3009 karin.desczka@aareal-bank.com

Julia Taeschner

Group Sustainability Officer Director Investor Relations Phone: +49 611 348 3424 julia.taeschner@aareal-bank.com

Daniela Thyssen

Manager Sustainability Management Phone: +49 611 348 3554

daniela.thyssen@aareal-bank.com

Leonie Eichhorn

Sustainability Management Phone: +49 611 348 3433 leonie.eichhorn@aareal-bank.com

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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.

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Aareal Bank AG published this content on 12 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 November 2020 20:28:03 UTC