Publication of a notice pursuant to Article 17 (1) of the Market Abuse Regulation (Regulation (EU) No. 596/2014, "MAR")

ADLER Group S.A.

NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN

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ADLER Group S.A. increases stake in Consus Real Estate AG by means of a capital increase against contribution in kind; planned voluntary public tender offer is currently not being pursued

Grand Duchy of Luxembourg, 12 December 2020: ADLER Group S.A. ("ADLER") today decided to further increase its stake in Consus Real Estate AG ("Consus"), which currently amounts to approximately 65.0%. As part of a capital increase against contribution in kind, ADLER shall acquire Consus shares from Consus shareholders at an exchange ratio of 0.272 new ADLER shares for each Consus share by way of a contribution of 46,780,535 Consus shares in exchange for 12,724,303 new ADLER shares. After completion of the transaction, ADLER shall hold a stake of approximately 94.0% in Consus.

Against this background, ADLER is currently not pursuing the planned voluntary public tender offer in the form of an exchange offer to all Consus shareholders.

Luxembourg, 12 December 2020

ADLER Group S.A.
Board of Directors

Notifying Person:
Colleen Yorke, Legal Counsel
+49 30 403 907 543
c.yorke@ado.berlin

IMPORTANT INFORMATION

This release is neither an advertisement nor a securities prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this release are provided as at the date of this release, are subject to change without notice and do not purport to contain all information that may be required to evaluate ADLER Group S.A. ("ADLER"). No reliance may or should be placed for any purpose whatsoever on the information contained in this release, or any other information discussed verbally, or on its completeness, accuracy or fairness.

This release is not and may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of ADLER in the United States of America, Australia, Canada, Japan or any other jurisdiction in which such offer, sale or solicitation is unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities referred to herein may not and will not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

Certain statements contained in this release may constitute "forward-looking statements" that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by ADLER that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. ADLER does not assume any obligation to update, and does not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.