ADLER Group S.A.

Société anonyme

55, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg RCS Luxembourg: B197554 (the "Company")

CONVENING NOTICE

The shareholders and holders of voting securities (parts bénéficiaires avec le droit de vote) of the Company are invited to participate in

the Annual General Meeting of Shareholders/Holders of Voting Securities (the "AGM" or the "Annual General Meeting")

to be held on Wednesday, 25 June 2025 at 11 a.m. CEST at Le Royal, 12, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg

in order to deliberate on the items of the agenda set out below.

PARTICIPATION TO THE GENERAL MEETING MUST BE CONFIRMED BY MIDNIGHT CEST ON WEDNESDAY, 11 JUNE 2025.

SHAREHOLDING/VOTING SECURITIES HOLDING CONFIRMATIONS AND PARTICIPATION, PROXY AND VOTING FORMS MUST BE PROVIDED BY MIDNIGHT CEST ON FRIDAY, 20 JUNE 2025.

QUESTIONS RELATED TO ITEMS ON THE AGENDA SHOULD BE RECEIVED BY MIDNIGHT CEST ON FRIDAY, 20 JUNE 2025.

Listed shares International Securities Identification number (ISIN): LU1250154413 Voting securities (parts bénéficiaires avec le droit de vote) (ISIN): LU2900363131

AGENDA AND PROPOSED RESOLUTIONS OF THE AGM

  1. Presentation of the special report of the board of directors of the Company (as required pursuant to Article 441-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended) on any transaction, since the last general meeting of the Company, in respect of which any of the directors declared to have an interest conflicting with that of the Company.

    No resolution required.

  2. Presentation of (i) the combined management report of the board of directors of the Company in respect of the standalone annual accounts of the Company and the consolidated financial statements of the Company and its group for the financial year ending 31 December 2024, (ii) the report of the independent auditor of the Company in respect of the standalone annual financial statements of the Company and its group for the financial year ending 31 December 2024 and (iii) the report of the independent auditor of the Company in respect of the consolidated financial statements of the Company and its group for the financial year ending 31 December 2024.

    No resolution required.

  3. Approval of the audited standalone annual accounts of the Company for the financial year ending 31 December 2024.

    Draft resolution (AGM Resolution I)

    The Annual General Meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves the audited standalone annual accounts for the financial year ending 31 December 2024 in their entirety.

  4. Approval of the audited consolidated financial statements of the Company and its group for the financial year ending 31 December 2024.

    Draft resolution (AGM Resolution II)

    The Annual General Meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves the audited consolidated financial statements of the Company and its group for the financial year ending 31 December 2024 in their entirety.

  5. Approval of the allocation of the statutory financial results for the financial year ending 31 December 2024.

    Draft resolution (AGM Resolution III)

    The Annual General Meeting, upon proposal of the board of directors of the Company, resolves to carry forward a loss of EUR 752,602,453 according to the standalone annual accounts of the Company for the financial year ending 31 December 2024, to the next financial year.

  6. Approval of the granting of discharge (quitus) to all directors who held office during the financial year ending 31 December 2024 in respect of the performance of their duties during that financial year.

    Draft resolution (AGM Resolution IV)

    The Annual General Meeting resolves to grant discharge (quitus) to all directors who held office during the financial year ending 31 December 2024 in respect of the performance of their duties during that financial year.

  7. Approval of the appointment, as recommended by the board of directors, of AVEGA Revision S.à r.l. as the approved statutory auditor/approved audit firm to perform the statutory audit of the standalone annual accounts and consolidated financial statements of the Company for the financial year ended 31 December 2025 with such engagement to last until the annual general meeting of the Company to take place in 2026.

    Draft resolution (AGM Resolution V)

    The Annual General Meeting, upon proposal of the board of directors of the Company, resolves to approve the appointment of AVEGA Revision S.à r.l. as the approved statutory auditor/approved audit firm to perform the statutory audit of the standalone annual accounts and consolidated financial statements of the Company for the financial year ended 31 December 2025 with such engagement to last until the annual general meeting of the Company to take place in 2026.

  8. Re-appointment of Mr. Thilo Schmid as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027.

    Draft resolution (AGM Resolution VI)

    The Annual General Meeting approves the immediate re-appointment of Mr. Thilo Schmid as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027.

  9. Confirmation of the appointment of Dr. Karl Reinitzhuber as a director of the Company who was appointed by co-optation since the last general meeting of shareholders of the Company (for declaratory purposes only), and the appointment of Dr. Karl Reinitzhuber as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027.

    Draft resolution (AGM Resolution VII)

    The Annual General Meeting resolves (i) for declaratory purposes only, to confirm the appointment of Dr. Karl Reinitzhuber as a director of the Company who was appointed by co-optation since the last general meeting of shareholders of the Company, and (ii) to approve the immediate appointment of Dr. Karl Reinitzhuber as director of the Company for a period running from the date of this AGM until the annual general meeting of the Company to take place in the year 31 December 2027.

  10. Approval of additional directors' remuneration, applicable for the financial year 2025, in an aggregate gross amount of EUR 6,000,000.00, and authorisation to the board of directors of the Company to allocate this aggregate amount among the members of the board of directors and to determine the further implementation modalities and payment conditions.

    Draft resolution (AGM Resolution VIII)

    The Annual General Meeting resolves to approve an additional aggregate gross remuneration for the directors, applicable for the financial year 2025, in an aggregate gross amount of EUR 6,000,000.00, and authorises the board of directors of the Company to allocate this aggregate amount among the members of the board of directors, as deemed appropriate, and to determine the implementation modalities and payment conditions; the Annual General Meeting further resolves to confirm that the additional remuneration described in the preceding sentence is supplementary to the fixed remuneration structure (as approved by the ordinary general meeting held on 27 November 2024), which is as follows:

    • an annual fixed remuneration in a gross amount of EUR 300,000 for the role as the chairman of the board of directors of the Company;

    • an annual fixed remuneration in a gross amount of EUR 210,000 for the role as chairman of the audit committee of the Company;

    • an annual fixed remuneration in a gross amount of EUR 180,000 for the role as a director of the Company (excluding the chairman of the board of directors and the chairman of the audit committee of the Company).

      Comment of the board of directors:

      The board of directors of the Company has been instrumental in procuring the successful refinancing of the 1 L Notes and 1.5L Notes issued by ADLER Financing S.à r.l., an orphan special purpose vehicle not related to the group of the Company, and corresponding amendments to the facility agreements between, inter alia, the Company and ADLER Financing S.à r.l. (the "Facility Agreements"). With the currently assumed refinancing volumes and the current business plan, the Company will save approximately EUR 134,000,000 of interest costs over the expected remaining lifetime of the Facility Agreements.

      It is proposed to the AGM to reward the members of the board of directors of the Company, including executive directors of the Company, for their contribution to achieving the refinancing by granting an additional remuneration of EUR 6,000,000.00 (the "Additional Remuneration") and authorising the board of directors of the Company to allocate the said amount among the members of the board of directors, including the executive directors of the Company and to determine the further implementation modalities and payment conditions. The Additional Remuneration shall be granted in addition to the directors' remuneration applicable as from the start of the financial year 2025 and as approved by the ordinary general meeting held on 27 November 2024 (cf. above).

  11. Approval (on an advisory and non-binding basis) of an adapted version of the remuneration policy of the Company.

    Draft resolution (AGM Resolution IX)

    The Ordinary General Meeting approves on an advisory non-binding basis the adapted version of the remuneration policy of the Company in its entirety.

  12. Approval (on an advisory and non-binding basis) of the remuneration report of the Company for the financial year ending 31 December 2024.

Draft resolution (AGM Resolution X)

The Annual General Meeting approves on an advisory non-binding basis the remuneration report of the Company for the financial year ending 31 December 2024 in its entirety.

I. AVAILABLE INFORMATION AND DOCUMENTATION

The following information is available on the Company's website, https://ir.adler-group.com, in the segment "Corporate Governance" > "General Meeting" > "General Meeting 2025" and at the Company's registered office in Luxembourg as from a date no later than the date of publication of the convening notice in the Luxembourg Official Gazette (Receuil Electronique des Sociétés et Associations) and in the Luxembourg newspaper Tageblatt:

  • this convening notice for the AGM (which includes draft resolutions in relation to the above agenda points to be adopted at the AGM;

  • the total number of shares and voting rights as at the date of the convening notice;

  • the participation, proxy and voting form for the AGM (the "AGM Participation, Proxy and Voting Form" or the "AGM PPV Form");

  • the full text of any document to be made available by the Company at the AGM including:

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Adler Group SA published this content on May 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 23, 2025 at 13:08 UTC.