Disclosure of material transactions with related party in accordance with section 111c German Stock Corporation Act (Aktiengesetz, AktG)

ADLER Real Estate Aktiengesellschaft, Berlin

Today, ADLER Real Estate Aktiengesellschaft (“Company“) signed a comfort letter (“Comfort Letter”) in relation to the intra group loan agreement originally dated 23 May 2022 on the granting of a loan in an amount of up to EUR 200 million to its subsidiary, Brack Capital Properties N.V. (“BCP“), which was approved by the supervisory board of the Company in accordance with sec. 111b para. 1 AktG. The Company holds 63.00% of the shares in BCP and therefore BCP is a related party pursuant to sec. 111a para. 1 AktG.

Pursuant to the Comfort Letter, the Company undertakes to prolong the maturity of part of the loans granted under the intra group loan agreement in an amount of EUR 70,000,000.00 (“Prolonged Loans”) by six months until 30 June 2024 if certain conditions are met. In particular, these conditions require that the Prolonged Loans have been secured by collateral provided by BCP in favour of the Company. By prolongation of the Prolonged Loans, the Company’s excess liquidity will be continuously used efficiently. This also seems beneficial since alternative third-party financing for BCP could, due to the increased base interest rates, result in a significantly increased financial burden to BCP.

The Comfort Letter and the associated (conditional) undertaking of the Company to prolong the Prolonged Loans stands up to an arm’s length comparison. In particular, without limitation, BCP will provide as consideration market standard collateral for the Prolonged Loans in favour of the Company. In addition, the interest rate for the Prolonged Loans will be adjusted with effect from the original maturity date to 3-Month-Euribor plus a margin reflecting the then prevailing market conditions provided that such margin shall be no lower than 200 basis points. Until the maturity date of the intra group loan agreement, BCP, in its sole discretion, may inform the Company in writing to decline the Prolonged Loans.

Berlin, 31 March 2023

ADLER Real Estate Aktiengesellschaft

Management Board