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Disclosure of Material Transactions with Related Parties

Today, ADLER Group S.A. (the “Company”) signed a loan agreement on the borrowing of a loan in an amount of EUR 265 million from ADLER Real Estate Aktiengesellschaft (“ADLER Real Estate”) approved by the Board of Directors.

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.

This transaction involves the borrowing of an initially unsecured loan at an arm's length interest rate. The standard market terms for bank and capital market financing apply. In particular, ADLER Real Estate has the right to demand collateral in the event of a significant deterioration in the Company's financial circumstances. In addition, ADLER Real Estate may demand repayment of the amounts extended at any time in the event of non-performance by the Company of certain of its obligations. The Company, on the other hand, has the right to prepay all or part of the loan with 5 days' notice.


Senningerberg, March 30, 2022


ADLER Group S.A.

Board of Directors