PRESS RELEASE

Adler Chairman of the Board Kirsten considers Viceroy allegations untenable after presentation of the KPMG special investigation:

- "There was an inappropriate attempted influence, but there was no fraud and deceit."

- "Weaknesses in corporate governance have been identified, and we will resolve them."

- "We can service our liabilities at any time and will not breach any bond covenants."

Berlin (04/22/2022) - Adler Group S. A. today published the independent report on the special investigation by KPMG Forensic on its investor relations web site (link). This report had been commissioned in the wake of the allegations made against the company by short-seller Viceroy in its report in October 2021. The allegations focus on three areas:

1. The transactions and influence of related parties

2. The valuation of the real estate

3. The key LTV-KPI arising from the first two points concerning covenants.

The new Chairman of the Board of Directors, Prof. Dr. A. Stefan Kirsten, who has been in office since February 2022, has presented the report on the special investigation to the media and analysts in order to establish the transparency he promised. Regarding the result, he states:

"My personal view on the overall assessment of the report is clear: There was an inappropriate attempted influence in number and depth by third party, but in my opinion, there can be no question at all of the systematic and extensive enrichment at the expense of other stakeholders. There was no fraud or deception. Financial misrepresentations, where found and listed in the report, will be corrected. But they are immaterial and therefore irrelevant to stakeholders. Materially, in substance and in tone, I consider the Viceroy allegations to be completely overblown and therefore untenable."

For Kirsten, that settles the issue of Viceroy, as he told media and analysts. "But the investigation uncovered various weaknesses that made a lack of understanding of good corporate governance for a listed company obvious. We will now submit our 2021 annual and consolidated financial statements on schedule and then set up a comprehensive "Listen - Learn - Lead" program to address the identified weaknesses in structure and process. We aim to make a presentation on this in mid-May, together with the invitation to the Annual General Meeting on June 29, 2022; because our shareholders are expected to approve the relevant measures."

Kirsten was also keen to point out that "the findings of the special investigation will not curtail our ability to continue to service our liabilities as planned, nor will they lead to a covenant breach related to our bonds." In his remarks, Kirsten specifically addressed an "open disagreement" with KPMG - regarding the so-called Gerresheimer transaction. If all receivables from individual transactions had been fully adjusted here, KPMG said, there would have been a loan-to-value overrun in Q3 2019 for that one quarter - at subsidiary level only. "The rest is a very theoretical, almost academic analysis with no legal or factual relevance for today's Adler Group," Kirsten added.

The Adler Group is going to present its annual and consolidated financial statements for 2021 at the end of April. In mid-May, the company plans to provide information on the process and structural measures as lessons learned from the KPMG special investigation. The quarterly report will follow at the end of May and the Annual General Meeting at the end of June.

About Adler Group:

As one of the leading companies for residential real estate in Germany, we hold and manage more than 53,900 rental flats with a focus on large cities such as Berlin and Düsseldorf. In addition, we develop attractive neighborhoods and living spaces in other top German cities such as Hamburg and Stuttgart.

The Adler Group has 30 years of experience in the German real estate industry and a clear focus on the persistent growth of Germany's metropolitan areas.

Contact

Matteo Twerenbold
Head of Corporate Communication
E [email protected]
T +352 278 456 710
www.adler-group.com