Disclosure of Material Transactions with Related Parties in Accordance with Section 111c German Stock Corporation Act (Aktiengesetz, AktG)

ADLER Real Estate Aktiengesellschaft, Berlin

ADLER Real Estate Aktiengesellschaft (“Company”) signed an amendment to the loan agreement on the granting of a loan in an amount of up to EUR 200 million to its subsidiary, Brack Capital Properties N.V. (“BCP“), on August 14, 2022, which was approved by the supervisory board of the Company in accordance with sec. 111b para. 1 AktG (German Stock Corporation Act – Aktiengesetz). The Company holds 63.00% of the shares in BCP and therefore BCP is a related party pursuant to sec. 111a para. 1 AktG.

By way of the amendment, the maturity date of the loan is extended from May 23, 2022 to December 29, 2023. In addition, the availability period relating to the unutilised commitments has been extended.

By extension of maturity date of the loan to BCP, the Company’s excess liquidity is 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 amendment of the loan agreement with BCP stands up to an arm’s length comparison. In particular, the Company may still demand repayment of the amounts extended at any time in the event of non-performance by BCP. BCP also has the right to prepay all or part of the loan in amount of EUR 500,000 or a multiple thereof with 5 days’ notice.

Berlin, 14 August 2022

ADLER Real Estate Aktiengesellschaft

Management Board