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Disclosure of material transactions with related party

Adler Group S.A., Luxembourg

Adler Group S.A. (the “Company”) signed, with the consent of the Board of Directors, a loan agreement on the granting of an unsecured, non-interest loan in the amount of up to EUR 300 million and a term until June 30, 2025 to its subsidiary ADLER Real Estate Aktiengesellschaft (“ADLER Real Estate”). The loan agreement is part of the agreement with certain bondholders of the Company relating to the provision of the new money funding and serves to fund the repayment of the EUR 300,000,000 2.125% notes due 2024 in connection with the announced tender offer of ADLER Real Estate.

In accordance with Art. 7quarter (6) para. 1 of the Luxembourg law of 24 May 2011 concerning the exercise of certain rights of shareholders of listed companies (in the amended version), this transaction is exempt from the disclosure requirements generally applicable to transactions with related parties, as ADLER Real Estate is a subsidiary of the Company that is not wholly owned and in which no other related parties of the Company hold shares.

For the purpose of maximum transparency, the Company has nevertheless decided to publish the transaction on its website.  

Luxembourg, 26 May 2023

Adler Group S.A.

Board of Directors