Disclosure of Material Transactions with Related Parties

Adler Group S.A., Luxembourg, Grand Dutchy of Luxembourg

Today, Adler Group S.A. (the “Company”) signed a loan agreement on the borrowing of a loan at an arm's length interest rate in an amount of up to EUR 75 million and a term until June 30, 2025 from its subsidiary ADLER Real Estate Aktiengesellschaft (“ADLER Real Estate”) approved by the Board of Directors.

The interest rate of the loan will be 13% p.a. No granting of security was required as ADLER Real Estate can always set off its receivable with the loan receivable currently in the amount of approx. EUR 235 million the Company owns against ADLER Real Estate.

In accordance with Article 7quater (6) para 1. of the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders in listed companies (as amended), this transaction is exempted from the publication requirement normally applicable to related parties' transactions because ADLER Real Estate is a non-wholly owned subsidiary of the Company in which no other related party of the Company holds an interest.

In the interests of maximum transparency, the Company has opted to publicly announce this transaction on its website, notwithstanding the exemption described above.

Luxembourg, Grand Dutchy of Luxembourg, July 3, 2023

Adler Group S.A.

Board of Directors