Adler Group S.A. receives sufficient support to implement bond amendments via alternative implementation route

Adler Group S.A. receives sufficient support to implement bond amendments via alternative implementation route

Luxembourg, 9 December 2022 - Adler Group S.A. (the “Group”) is pleased to announce that more than 60% of its bondholders in aggregate have now acceded to the Lock-up Agreement first agreed with the Steering Committee of its bondholders on 25 November 2022. With the passing of this threshold, the Group will, if needed, complete the amendment of the terms and conditions of its Notes using an alternative implementation route, in the event the Consent Solicitation to amend each and all of the Group's six series of senior unsecured fixed rate notes launched on Friday, 2 December 2022 is not successful.

In that Consent Solicitation, adoption of the bond amendments requires the consent of at least 75% of the votes cast in respect of each series as well as the necessary quorum of each series. If the proposed amendments become effective, they will be binding on all noteholders and all noteholders who cast their vote will receive a 25bps voting fee. Three of the series have already passed the 75% support level.

The alternative 25 bps transaction fee, payable to bondholders on completion of the transaction, will only be payable to those holders who sign the Lock-up Agreement on or before close of business on Tuesday, 13 December 2022 in the event a certain alternative implementation route is used to complete the amendment to the Notes.

Any remaining bondholders who have not yet signed the Lock-up Agreement, or received transaction documentation, are encouraged to contact:

• PJT Partners, financial adviser to the Group at projectsteel2022@pjtpartners.com
• Houlihan Lokey, financial adviser to the Steering Committee of Group S.A. bondholders, at ProjectJupiterHL2022@hl.com
• Kroll, Calculation Agent at adler@is.kroll.com

Adler appreciates the continued support of all of its stakeholders, and it looks forward to closing this transaction and continuing to work together with stakeholders to maximise value. The new money funding announced on Friday November 25 is fully backstopped and will be provided once the amendment of the terms and conditions of the Notes is completed. This completion is expected to occur in Q1 2023, and following completion of the transaction, the Group will continue to focus on disposing of assets in the interest of substantially deleveraging its balance sheet.

The consent solicitation document can be downloaded at: https://www.adler-group.com/en/investors/share-bonds/bonds/consentsolicitation

Contact

Investor Relations

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F +352 203 015 00

E investorrelations@adler-group.com