DISCLOSURE


The publications on this website are issued by Petrus Advisers Ltd. (“Petrus”) which is authorised and regulated by the Financial Conduct Authority (“FCA”). It is only directed at those who are Professional Clients or Eligible Counterparties (as defined by the FCA).

Information provided on this website is confidential and should not be copied, reproduced or redistributed without the prior written consent of Petrus.

Nothing contained on this website is intended to constitute an offer, invitation or inducement to distribute or purchase shares or to enter into an investment agreement by Petrus in any jurisdiction in which such offer, invitation or inducement is not lawful or in which Petrus is not qualified to do so or to anyone to whom it is unlawful to make such offer, invitation or inducement. The contents of the website have not been prepared for the benefit of investors outside the UK, in particular not for investors in the United States of America.

The information included within this presentation and any supplemental documentation provided should not be copied, reproduced or redistributed without the prior written consent of Petrus. The information and opinions contained in this document are for background purposes only and do not purport to be full or complete and do not constitute investment advice. No reliance may be placed for any purpose on the information and opinions contained in this document or their accuracy or completeness. No representation, warranty or undertaking, expressed or implied, is given as to the accuracy or completeness of the information or opinions contained in this document.

Detailed information can be obtained from Petrus Advisers Ltd., 100 Pall Mall, London, SW1Y 5NQ; or by telephoning 020 7933 8831 between 9am and 5pm Monday to Friday; or by visiting www.petrusadvisers.com. Telephone calls with Petrus are recorded.

This presentation therefore does not constitute an offer, invitation or inducement to distribute or purchase shares or to enter into an investment agreement by Petrus in any jurisdiction in which such offer, invitation or inducement is not lawful or in which Petrus is not qualified to do so or to anyone to whom it is unlawful to make such offer, invitation or inducement.

Investors should take their own legal advice prior to making any investment. In particular, investors should make themselves aware of the risks associated with any investment before entering into any investment activity. The information contained in the presentation shall not be considered as legal, tax or other advice. All information is subject to change at any time without prior notice or other publication of changes.



Home

Following two years of constructive engagement with the leadership of Aareal Bank AG we have had to conclude that the current Management Board and Supervisory Board are not willing to effectuate the change necessary to ensure a sustainable future for the bank.

We have therefore proposed three independent candidates to strengthen the Supervisory Board and help revive Aareal Bank’s potential.

Please vote FOR agenda items 11.1-3 to dismiss Marija Korsch, Christof von Dryander and Dietrich Voigtländer to end the paralysis and vote FOR items 12.1-3 to appoint Heinz Laber, Marion Khüny and Thomas Hürlimann.

Thesis

Thesis in a nutshell

Aareal Bank AG (“Aareal”) is a boutique lender to the international commercial real estate industry and also owns 70% in Aareon AG (“Aareon”), the European market leader in ERP software and digital solutions for the residential real estate industry. We believe the current strategy of Aareal is not sustainable:

+ Aareal Bank (defined as Aareal excluding Aareon) does not have a plan in place that will allow it to earn the cost of capital (defined as 8-10% post-tax return) in the mid-term without significant support from the regulator in the form of letting Aareal Bank return capital to shareholders

+ Excessive Management Compensation (high fix salaries, high bonuses independent of poor operating performance, very high pension claims) has to be rectified and incentives have to be re-aligned with the strategic needs of the bank

+ More Asset-Light Revenue Streams (i.e. earnings that do not require significant equity capital) have to be generated – especially in the core commercial real estate lending business

+ New Management Team: with CEO Herrman J. Merkens – following a sick leave since 7 November 2020 – according to Aareal’s ad hoc announcement on 20 April 2021 not returning and the contracts of two further Management Board members coming to an end, a new management team needs to be urgently put in place

+ Aareon Spin-off: Restructuring a bank and speeding up the international growth of a SaaS software business under one umbrella does not makes sense. The 70% in Aareon owned by Aareal should be distributed to Aareal shareholders in 2021 or the very latest 2022. Important: no sale of those 70% to third parties.

Why replace Marija Korsch, Christof von Dryander and Dietrich Voigtländer?

+ All three have been members of Aareal’s Remuneration Control Committee (Ms Korsch as Chairwoman, Mr von Dryander as Vice-Chairman) and have failed to stop the remuneration scandal at Aareal

+ Marija Korsch lacks relevant industry experience (commercial real estate lending, SaaS software) and has continuously backed management’s self-enrichment approach

+ As the Chairman of the Innovation and Technology Committee of Aareal, Dietrich Voigtländer has continuously failed to exploit Aareon’s growth and profit potential – instead, expensive Private Equity capital had to be brought on board to do this job

What do the three independent candidates bring to Aareal?

+ Heinz Laber:
Mr Laber is a renowned HR expert with highly relevant experience in managing efficiency projects, IT / digitization processes. Very importantly, he has real estate financing experience

+ Marion Khüny:
as a supervisory board member of Erste Bank and former senior banker at Unicredit and Commerzbank in Germany, Marion Khüny has excellent portfolio management, risk and governance experience

+ Thomas Hürlimann:
Mr Hürlimann brings a very broad industry background and will particularly help improve the areas of risk and regulation as well as technology / software and M&A

Candidates

Theodor Heinz Laber

cv_laber.jpg

Expertise:

  • Broad HR experience
  • operational experience in efficiency improvement, integration / merger
  • real estate finance experience
  • significant IT management experience.
    Curiculum Vitae [PDF]
    —————————————————————————————————————

Mag. Marion Khüny

cv_khueny.jpg

Expertise:

  • Experienced manager with proven skills in portfolio management, investment banking, risk management and board governance
  • Strong focus on people development, ability to adapt to new professional challenges and different cultures
  • Broad knowledge across the bank
    Curiculum Vitae [PDF]
    —————————————————————————————————————

Thomas Christian Hürlimann

cv_huerliman.jpg

Expertise:

  • Influential global leader and experienced main board Director
  • Supervisory Board Committee experience such as Audit, Remuneration, Risk, Nomination, Investment Committee
  • High cultural sensitivity and outstanding team member, who through a participative approach creates fresh thinking and new possibilities
  • Broad global leadership experience in the financial service industry from banking, reinsurance and primary insurance. Led a team of 3500 employees in over 30 countries with a turnover of USD 9 billion
  • Global regulatory experience and deep understanding of risk management including cyber and emerging risks through advising and insuring Fortune 5000 companies worldwide
  • Extensive strategy and deal experience in areas such as M&A, complex financial solutions, catastrophe bonds, run-off solutions, contingent capital
  • Broad FinTech knowledge through advising a wide range of FinTech and InsurTech companies worldwide
  • Extensive IT and innovation experience especially at the customer and technology interface. Implemented global digital platforms that have radically improved the customer experience
  • Extremely strong customer focus and implementation of a global key account management organisation (winning the SAMA award for the best global strategic account management team)
    Curiculum Vitae [PDF]
    —————————————————————————————————————

Letters

Questions

List of Questions in German [PDF]

Aareal shareholders’ general meeting, May 2021

Presentations

About us

PETRUS ADVISERS Ltd.

Petrus Advisers Ltd is an FCA regulated investment firm headquartered in London. We invest in public markets in Europe, with a particular focus on the German speaking region.

Petrus Advisers manages the Petrus Advisers Special Situations Fund (SSF), an active long/short equity fund focused on liquid and listed investment companies. In addition, Petrus Advisers manages the Petrus Advisers Special Situations UCITS Fund.

Petrus Advisers is committed to a responsible investment approach and to maintain the highest professional standards. We strive to act in friendly cooperation with all stakeholders of target companies including their respective management teams and boards, institutional investors as well as private shareholders.

Privacy Notice

Privacy Notice and Cookies Policy

Please read our Privacy Notice and Cookies Policy.