Main features of the remuneration
system
The Supervisory Board determines the structure
and amount of remuneration for members of the
Management Board. It determines salaries and
other remuneration components for members of
the Management Board.
Aareal Bank AG has entered into fixed-term
service contracts with the members of its Manage-
ment Board. In addition to fixed salary compo-
nents, which are paid in twelve identical monthly
instalments, the members of the Management
Board receive a variable remuneration, which is
made up of a bonus and a long-term component
in the form of phantom shares (long-term compo-
nent I) that must be held for three years, after
which they can be exercised in the three following
years. The members of the Management Board
receive an additional long-term component that
entitles them to exercise allocated phantom shares,
of which a quarter are allocated in the year of
allocation and in the three following years, and
provided the member of the Management Board
has not terminated his service contract at the time
of exercise (long-term component II). The basis for
this variable remuneration component is a target
system, largely based on net income (of the Group)
as reported under International Financial Reporting
Standards (IFRS), as well as qualitative and quan-
titative targets, which are re-defined annually.
Remuneration for the services of the Supervisory
Board members is specified in Article 9 of the
Memorandum and Articles of Association of
Aareal Bank AG. The resolution passed at the
Annual General Meeting of 23 May 2006 deter-
mined the current remuneration that was adjusted
in line with the remuneration system of the
Supervisory Board.
The total remuneration of the Supervisory Board
comprises a fixed and a variable remuneration
component comparable to the remuneration
package of the Management Board. The variable
remuneration is performance-related and com-
prises a short-term and a long-term component.
Please refer to the Notes to the Consolidated
Financial Statements (Remuneration Report) on
pages 184 et seq. for further details about the
remuneration system for members of the Manage-
ment Board and the Supervisory Board of Aareal
Bank AG as well as on the existing change of
control regulations.
Disclosure pursuant to section 315 (4)
of the HGB and explanatory report
pursuant to section 120 of the AktG
Composition of subscribed capital
The issued share capital of Aareal Bank AG
amounts to 128,265,477.00, divided into
42,755,159 notional no-par value bearer shares
(`unit shares'), with a proportionate share in the
share capital of 3.00 per share. Each share
casts one vote at a General Meeting. There are no
shares with special rights granting supervisory
powers to any shareholder or shareholder group.
The company currently does not hold any treasury
shares, which would not be entitled to vote.
Restrictions affecting voting rights or the
transfer of shares
The exercise of voting rights and the transferability
of shares by shareholders are governed exclusively
by applicable law. The exercise of voting rights
from the shares concerned is precluded by law in
the cases where section 136 of the AktG applies.
Where the company holds treasury shares, sec-
tion 71b of the AktG prohibits the exercise of
rights vested in such shares. We are not aware of
any other restrictions affecting voting rights or the
transfer of shares.
Shareholdings exceeding 10 % of voting
rights
Pursuant to the German Securities Trading Act
(WpHG), any investor whose shareholding in a
104 Aareal Bank Group Annual Report 2008 | Group Management Report