Apollo Commercial Real Estate Finance Inc

Amended and Restated Bylaws

On April 25, 2024, our board of directors approved and adopted our Amended and Restated Bylaws (the "Bylaws"). The Bylaws were amended and restated in response to the new universal proxy rules approved by the SEC that became effective in 2022. The changes in the Bylaws, among other items, address certain procedural matters arising out of the new universal proxy rules and also enhance the information required to be submitted in connection with the nomination of alternative directors to serve on our board of directors. We believe the amendments included in the Bylaws are in the best interests of our Company and our stockholders because they, among other reasons, provide our board of directors and our stockholders with greater information to evaluate the merits of any proposals and alternative director nominations by stockholders.

The foregoing description of the Company's Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.