ADLER GROUP S.A. DGAP Voting Rights Announcement: Adler Group S.A. Adler Group S.A.: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution 2021-10-15 / 10:58 Dissemination of a Voting Rights Announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
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ANNEX A: Standard form for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the CSSF)^i
1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached^ii:
Adler Group S.A.
1B, Heienhaff
L-1736 Senningerberg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 197.554
2. Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights
X An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)^iii: increase of share capital following business combination.
3. Details of person subject to the notification obligation^iv:
Name: City and country of registered
office (if applicable):
Vonovia SE Bochum, Germany
4. Full name of shareholder(s) (if different from 3.)^v:
N/A
5. Date on which the threshold was crossed or reached^vi: 7 October 2021
6. Total positions of person(s) subject to the notification obligation:
% of voting rights % of voting rights Total number of voting
attached to shares (total through financial Total of both rights of issuer^vii
of 7.A) instruments in % (7.A +
(total of 7.B.1 + 7.B.2) 7.B)
Resulting situation on the
date on which threshold was 0.0000004% 13.30 % 13.30 % 117,510,233
crossed or reached
Position of previous
notification (if applicable) N/A % % % /
7. Notified details of the resulting situation on the date on which the threshold was crossed or reached^viii:
A: Voting rights attached to shares
Class/type of Number of voting rights^ix % of voting rights
shares
Direct Indirect Direct Indirect
ISIN code (if (Art. 8 of the (Art. 9 of the (Art. 8 of the (Art. 9 of the
possible) Transparency Law) Transparency Law) Transparency Law) Transparency Law)
LU1250154413 50 0.0000004 % %
% %
% %
SUBTOTAL A
(Direct & 50 0.0000004%
Indirect)
B 1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law
Type of financial Expiration Exercise/ Number of voting rights that may be acquired if the % of voting
instrument date^x Conversion Period^ instrument is exercised/ converted. rights
xi
Call option 7 April 7 October 2021 - 7 15,624,695 13.30 %
2023 April 2023
%
%
SUBTOTAL B.1 15,624,695 13.30 %
B 2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law
Type of financial Expiration Exercise/ Conversion Physical or cash Number of voting % of voting
instrument datex Periodxi settlementxii rights rights
%
%
%
SUBTOTAL B.2 N/A %
8. Information in relation to the person subject to the notification obligation:
(please tick the applicable box)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not
control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.^xiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are
effectively held starting with the ultimate controlling natural person or legal entityxiv (please provide a separate
organisational chart in case of a complex structure):
N° Name^xv % of voting rights held by ultimate % of voting rights through financial Total Directly
controlling person or entity or held instruments held by ultimate of controlled by
directly by any subsidiary if it controlling person or entity or held both (use number
equals or is higher than the directly by any subsidiary if it equals (s) from 1^st
notifiable threshold or is higher than the column)
notifiable threshold
Vonovia N/A % 13.30 % 13.30 N/A
SE %
% % %
% % %
% % %
% % %
9. In case of proxy voting:
The proxy holder named will cease to hold % and number of voting rights as of
10. Additional information^xvi: Done at Bochum, Germany On 13 October 2021
Notes
^i Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/ 109/EC) as for instance the applicable thresholds or information regarding capital holdings.
^ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity).
^iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.
^iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in Article 9 (b) to (h) of the Transparency Law; or (c) the holder of financial instruments referred to in Article 12(1) of the Transparency Law.
As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of Article 9 of the Transparency Law, the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 9 of that Law, the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 9 of that Law, the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 9 of that Law, the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 9 of that Law, the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 8, under letters (a) to (d) of Article 9 of that Law or under a combination of any of those situations, the controlled undertaking;
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