Disclosure of inside information pursuant to Article 17 of Regulation (EU) No. 596/2014

Agreement with bondholder group of Adler Group S.A. on provision of secured debt financing and amendment of note terms

Berlin, 25 November 2022 – ADLER Real Estate AG (“ADLER Real Estate”), together with its parent company Adler Group S.A. (“Adler Group”) and Consus Real Estate AG, today entered into an agreement with certain Adler Group bondholders to provide the Adler group of companies with secured debt financing.

The agreement provides the provision of secured debt financing to the Adler group of companies of up to EUR 937.5 million. The loan will accrue payment-in-kind interest at a rate of 12.5% and has a term until 30 June 2025. It will be used in particular to refinance financial indebtedness of Adler Group and its subsidiaries, including financial liabilities of ADLER Real Estate and its subsidiaries in the amount of EUR 535 million that will become due in the next few years. The loan is secured by Adler group of companies, including ADLER Real Estate. The provision of debt financing is subject to a positive restructuring opinion, an amendment of the Adler Group bond terms, the provision of the agreed collateral as well as further customary conditions.

ADLER Real Estate has undertaken to seek to amend the terms and conditions of its bonds to allow such bonds and the payment-in-kind accruing on the new funds which are passed on to ADLER Real Estate to be secured second lien.

The agreement also provides that the maturity of the loan granted by ADLER Real Estate to the Adler Group will be extended to 25 April 2023 and the loan in return will be secured in line with customary market practice. The interest rate will be increased to 5.16 % p.a., subject to a confirming transfer pricing study.

Notifying Person

Gundolf Moritz, Head of Investor Relations

+49 151 23680993

[email protected]

Berlin, 25 November 2022

ADLER Real Estate Aktiengesellschaft

Management Board