ADLER Real Estate to launch a cash tender offer and a consent solicitation relating to its outstanding €300 million secured notes

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS.

ADLER Real Estate to launch a cash tender offer and a consent solicitation relating to its outstanding €300 million secured notes

Luxembourg/Berlin, May 19, 2025 – ADLER Real Estate GmbH (“Company”), a wholly-owned subsidiary of Adler Group S.A. (“Adler Group”), today resolved (i) to launch a tender offer to repurchase its outstanding €300,000,000 senior secured notes due April 27, 2026 (ISIN XS1713464524, “Notes”) for cash (“Tender Offer”) and (ii) to initiate a vote without meeting (Abstimmung ohne Versammlung) relating to the Notes (“Consent Solicitation”).

The Tender Offer period will begin on May 19, 2025 and will expire on June 16, 2025 at 24:00 (EST) / June 17, 2025 at 06:00 (CEST) unless extended or earlier terminated by the Company. The repurchase price for the Notes will be €98,500 per €100,000 principal amount plus accrued interest. The Tender Offer is subject to the terms and the conditions set forth in a tender offer memorandum (“Tender Offer Memorandum”) including, inter alia, that the Company has received or will receive through Adler Group a new financing in an amount corresponding to the total consideration payable under the Tender Offer (“New Financing”).

Adler Group has secured binding commitments for the New Financing which shall be provided by ADLER Financing S.à r.l., an orphan special purpose vehicle established on behalf of certain noteholders of Adler Group but not related to the Company or Adler Group. In connection with such commitments, noteholders representing approximately 80 % of the aggregate outstanding principal amount of the Notes committed to tender their notes in the Tender Offer.

Simultaneously, the Company is inviting its noteholders to a vote without meeting (Abstimmung ohne Versammlung) relating to the Notes on the terms set forth in a consent solicitation statement (“Consent Solicitation Statement”). Among other things, it is proposed to remove the Consolidated Coverage Ratio covenant with the aim of reducing the administrative efforts in relation to the amount of Notes expected to remain outstanding following the Tender Offer.

IMPORTANT NOTICE:

This announcement is for informational purposes only and does not constitute and shall not, in any circumstances, constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

The Tender Offer is being made only pursuant to the Tender Offer Memorandum and only in such jurisdictions as is permitted under applicable law. Further, the Consent Solicitation is being made only pursuant to the Consent Solicitation Statement and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer Memorandum, the Consent Solicitation Statement nor any other documents or materials relating to the Tender Offer or the Consent Solicitation constitute an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

Subject to applicable law, the Company or any of its affiliates may, at any time and from time to time following completion or cancellation of the Tender Offer, purchase remaining outstanding Notes through open market or privately negotiated transactions, through tender offers, exchange offers, redemptions or otherwise on such terms and at such prices as the Company or, if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favorable than those offered pursuant to the Tender Offer.

This announcement contains certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect the Company’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor any of its subsidiaries assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.

The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.