Adler Group S.A. initiates squeeze out process of the minority shareholders of ADLER Real Estate AG as part of the ongoing integration process

Luxembourg, 23 June 2022 – Adler Group S.A. ("Adler Group") submitted today the formal request pursuant to Section 327a para. 1 sentence 1 of the German Stock Corporation Act (AktG) to ADLER Real Estate AG (“ADLER Real Estate”) that the extraordinary general meeting of ADLER Real Estate shall resolve to transfer the shares of the remaining shareholders (minority shareholders) to Adler Group for an appropriate cash settlement (so-called squeeze out under stock corporation law).

Adler Group currently holds 105,826,586 shares of ADLER Real Estate which corresponds to a stake of approximately 96.72 % of ADLER Real Estate’s share capital. The resolution on the transfer shall be passed at an extraordinary general meeting of ADLER Real Estate which is expected to be held towards the end of 2022. A delisting of ADLER Real Estate would occur following the registration of the squeeze out.

Adler Group considers this step as an important milestone of the ongoing integration process as well as a considerable simplification of the corporate structure.

After the allegations by a short seller against the Adler Group and its subsidiaries had become known and with the start of the reorganization of the company initiated when Prof. Dr. A. Stefan Kirsten assumed his role as a Chairman of the Board of Directors of Adler Group on 16 February 2022, a comprehensive package of measures was implemented to improve transparency and corporate governance. This included the conclusion of the review by KPMG Forensic with the requirement to submit audited consolidated financial statements of Adler Group and ADLER Real Estate for the 2021 financial year by 30 April 2022, the disclosure of the findings of the review and their reflection in the consolidated financial statements, and the comprehensive communication of the structural and procedural measures to improve transparency and corporate governance. This also includes the appointment of Thomas Echelmeyer as interim CFO on a consultancy basis, the downsizing and effective staffing of the board of directors' committees, the strengthening of the compliance functions with the support of an external consulting firm, and further steps to integrate the Adler Group.

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