Aareal Bank and Advent International to sell Aareon to TPG for approximately
EUR 3.9 billion

EQS-News: Aareal Bank AG / Key word(s): Disposal
Aareal Bank and Advent International to sell Aareon to TPG for approximately
EUR 3.9 billion

24.06.2024 / 09:27 CET/CEST
The issuer is solely responsible for the content of this announcement.

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Aareal Bank and Advent International to sell Aareon to TPG for approximately
EUR 3.9 billion

  * Transaction will establish Aareon as an independent company majority
    owned by TPG and CDPQ as minority co-investor

  * Aareal Bank and Aareon to continue to cooperatively support their
    clients following the transaction

  * Gain on sale to be booked in Aareal Bank Group with closing in H2 2024,
    most transaction-related costs with signing in Q2

Wiesbaden, 24 June 2024 - Aareal Bank and Advent International ("Advent")
today announced that they have entered into an agreement with TPG and CDPQ
for them to acquire Aareon, a European provider of Software-as-a-Service
(SaaS) solutions for the property industry. The financial terms of the sale
are based on an enterprise value for Aareon of approximately EUR 3.9 billion,
valuing Aareal Bank's equity stake in Aareon at approximately EUR 2.1 billion.
Closing is expected to take place in the second half of 2024, subject to
customary closing conditions and approvals.

The transaction and partnership with TPG will provide Aareon access to
additional, dedicated resources and expertise to drive innovation and
further growth. TPG will invest in Aareon through TPG Capital, the firm's
U.S. and European private equity platform, in consortium with CDPQ, a global
investment group, who will co-invest alongside TPG for a minority interest
in Aareon. Advent will continue its involvement in Aareon with the
investment of new equity for a minority interest in the standalone company.

With its Property Management System, Aareon promotes efficient and
sustainable property management and maintenance. The company's portfolio
enables seamless, automated end-to-end processes connecting property
managers and owners across the residential and commercial real estate
sectors. The company is headquartered in Mainz, Germany.

Jochen Klösges, Chief Executive Officer of Aareal Bank and Chairman of the
Supervisory Board of Aareon, said: "We are pleased to have found new owners
for Aareon who, thanks to their financial strength and pronounced industry
experience, are well positioned to propel Aareon into its next major step of
evolution. Over the past few years, we successfully developed Aareon into a
'Rule of 40' company, that has demonstrated impressive organic and inorganic
growth. We look forward to maintaining our successful collaboration through
our joint venture, First Financial Software, which not only fortifies our
long-term partnership with Aareon but also opens up further growth prospects
for all parties involved."

Flavio Porciani, Partner at TPG, said: "For many years, we have admired
Aareon's position as a leader in the European property management industry
and are thrilled to partner with the Aareon team and our fellow investors to
build on the successes of the business as a standalone company. The need for
comprehensive property management solutions is growing amid a trend towards
digitalisation of real estate workflows and an increasingly complex
regulatory environment. Aareon's platform is built to support this
evolution, providing owners and managers an integrated, modern system that
improves connectivity and streamlines business operations."

Jeff Paduch, Managing Partner of Advent International and Supervisory Board
Member of Aareon, commented: "We are proud to have supported the leadership
team and employees of Aareon in their successful transformation, which is
culminating in one of the largest software buyouts in Europe in 2024. The
company is well positioned to continue to lead innovation for its customers
in the European housing ecosystem and is on a path of sustainable growth
with exciting opportunities ahead for all stakeholders."

Harry Thomsen, Chief Executive Officer of Aareon, said: "This transaction
marks a milestone in the development of Aareon. Thanks to the strong support
of our owners Aareal Bank and Advent International, the company has made
excellent progress in recent years. Now, we have reached a point where we
can take the next step in our development. We are in an ideal position to
capture further growth opportunities and welcome TPG and CDPQ as experienced
and strong new partners."

Following the transaction, Aareal Bank and Aareon will continue to
seamlessly cooperate to support their clients through their joint venture
First Financial Software. First Financial Software provides clients with
specialist expertise around payment software solutions for the property
sector and related industries.

Significant gain on sale after transaction related costs expected in 2024

The sale of Aareon will lead to a significant gain on sale net of
transaction-related costs in Aareal Bank Group of approximately EUR 2 billion.
The gain will be booked upon closing, which is expected in the second half
of 2024. Meanwhile, most transaction-related costs of around EUR 150 million
will already have to be recognised in the second quarter, coinciding with
the signing of the transaction. The gain on sale net of transaction-related
costs had not been considered in Aareal Bank Group's previous guidance for
the 2024 financial year, which will be adjusted upwards. In addition, Aareon
will be reported as a discontinued operation according to IFRS 5 starting in
the second quarter until closing.

Aareal Bank's banking business excluding Aareon is well on track to achieve
its operating target of EUR 250 million to EUR 300 million for the 2024
financial year. The Bank alone generated around EUR 92 million of consolidated
operating profit in Q1 2024 and accounted for an operating profit of EUR 221
million in 2023. The Group's Common Equity Tier 1 ratio (Basel IV phase-in
ratio) stood at 19.7 per cent at the end of the first quarter of 2024.

Arma Partners acted as lead financial advisor and Goldman Sachs acted as
financial advisor to Advent International and Aareal. CMS served as legal
counsel for Aareal while Weil, Gotshal & Manges LLP provided legal advice to
Advent International. Morgan Stanley & Co. International Plc acted as
financial advisor to TPG and CDPQ and Kirkland & Ellis LLP served as legal
counsel.

Contacts for the media:

Aareal Bank

Margarita Thiel
Phone: +49 611 348 2306
Mobile: +49 171 206 9740
margarita.thiel@aareal-bank.com

Christian Feldbrügge
Phone: +49 611 348 2280
Mobile: +49 171 866 7919
christian.feldbruegge@aareal-bank.com

Advent

Olaf Zapke
Mobile: +49 170 7641971
olaf.zapke@fgsglobal.com

TPG

James Madsen and Michael Russell
Phone: +44 20 7952 2000
tpg@greenbrookadvisory.com

Contact for investors:

Aareal Bank AG - Investor Relations
Phone: +49 611 348 3009
ir@aareal-bank.com

About Aareal Bank Group

Aareal Bank Group, headquartered in Wiesbaden, is a leading international
property specialist. The Bank uses its expertise to identify trends,
challenges and opportunities at an early stage, and to exploit them for the
benefit of its stakeholders. Aareal Bank Group provides smart financings,
software products, and digital solutions for the property sector and related
industries, and is present across three continents, Europe, North America
and the Asia/Pacific region. Aareal Bank Group's business strategy focuses
on sustainable business success, with environmental, social and governance
(ESG) aspects as an integral part of this strategy.

Aareal Bank AG comprises the business segments Structured Property
Financing, Banking & Digital Solutions, and Aareon. The Structured Property
Financing segment encompasses all of Aareal Bank Group's property financing
and funding activities. Here, the Bank supports its clients in making
large-volume commercial property investments. The investment properties
mostly comprise office buildings, hotels, shopping centres, logistics and
residential property, as well as student apartments. In the Banking &
Digital Solutions segment, Aareal Bank Group supports businesses from the
housing, property management and energy industries as a digitalisation
partner - combining extensive advisory services and product solutions with
traditional corporate banking services and deposit-taking. Its subsidiary
Aareon, Europe's trusted provider of SaaS solutions for the property
industry, represents the third business segment. Committed to connecting
people, process, and property, Aareon brings the ecosystem closer together.
Aareon's Property Management System promotes efficient property management
and maintenance, enabling superior digital experiences for everyone
involved.

About Advent International

Founded in 1984, Advent International is one of the largest and most
experienced global private equity investors. The firm has invested in over
420 private equity investments across 43 countries, and as of December 31,
2023, had over EUR84 billion in assets under management. With 15 offices in 12
countries, Advent has established a globally integrated team of over 302
private equity investment professionals across Europe, North America, Latin
America, and Asia. The firm focuses on investments in five core sectors,
including business and financial services; health care; industrial; retail,
consumer, and leisure; and technology. For 40 years, Advent has been
dedicated to international investing and remains committed to partnering
with management teams to deliver sustained revenue and earnings growth for
its portfolio companies.

For more information, visit
Website: www.adventinternational.com
LinkedIn: www.linkedin.com/company/advent-international

About TPG

TPG is a leading global alternative asset management firm, founded in San
Francisco in 1992, with $224 billion of assets under management and
investment and operational teams around the world. TPG invests across a
broadly diversified set of strategies, including private equity, impact,
credit, real estate, and market solutions, and our unique strategy is driven
by collaboration, innovation and inclusion. Our teams combine deep product
and sector experience with broad capabilities and expertise to develop
differentiated insights and add value for our fund investors, portfolio
companies, management teams, and communities. For more information, visit
www.tpg.com.

About CDPQ

At CDPQ, we invest constructively to generate sustainable returns over the
long term. As a global investment group managing funds for public pension
and insurance plans, we work alongside our partners to build enterprises
that drive performance and progress. We are active in the major financial
markets, private equity, infrastructure, real estate and private debt. As at
December 31, 2023, CDPQ's net assets totalled CAD 434 billion. For more
information, visit cdpq.com, consult our LinkedIn or Instagram pages, or
follow us on X.

CDPQ is a registered trademark owned by Caisse de dépôt et placement du
Québec and licensed for use by its subsidiaries.

About Aareon

Aareon is Europe's trusted provider of SaaS solutions for the property
industry, leading the charge towards a digital future.

Passionately committed to connecting people, process, and property, Aareon
brings the ecosystem closer together. Our Property Management System,
powered by smart software solutions, promotes efficient property management
and maintenance, enabling superior digital experiences for everyone
involved. In our continuous pursuit of innovation, Aareon remains the
industry's reliable partner, inspiring positive change for sustainable
spaces for all.


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24.06.2024 CET/CEST Dissemination of a Corporate News, transmitted by EQS
News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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   Language:       English
   Company:        Aareal Bank AG
                   Paulinenstr. 15
                   65189 Wiesbaden
                   Germany
   Phone:          +49 (0)611 348 - 0
   Fax:            +49 (0)611 348 - 2332
   E-mail:         aareal@aareal-bank.com
   Internet:       www.aareal-bank.com
   ISIN:           DE000A37FT90
   WKN:            A37FT9
   Listed:         Regulated Unofficial Market in Hamburg, Hanover;
                   Stockholm
   EQS News ID:    1931057

End of News EQS News Service
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1931057 24.06.2024 CET/CEST