Disclosure of Material Transactions with Related Parties

Adler Group S.A., Luxembourg

The Board of Directors of Adler Group S.A. (“Company”) has resolved to acquire from its subsidiary Consus Real Estate Aktiengesellschaft (“Consus”) indirectly held shares in various property companies in relation to the Kaiserlei Quartier as well as receivables from group liabilities that Consus and its subsidiaries have granted to these property companies.

According to NAI Apollo’s most recent valuation as of June 30, 2022, Kaiserlei Quartier is valued at EUR 155 million. Based on this market value and taking into account minority interests, financial liabilities and deferred taxes, the total consideration to be paid to Consus and its subsidiaries will be approximately EUR 122 million. With the exception of the acquisition of shares in one of the property companies, for which only the approval of all shareholders must still be obtained, the transaction is unconditional and shall be closed immediately.

Based on the assessment of the Board of Directors of the Company, the terms and conditions of the transaction are deemed to be at arm’s length.

The Company holds 93.86 % of the shares in Consus and is therefore a related party pursuant to the Luxembourg law of 24 May 2011 concerning the exercise of certain rights of shareholders of listed companies (as amended).

Luxembourg, 25 November 2022

Adler Group S.A.

Board of Directors