Adler S A : Clarification Update

Clarification update

2 June 2022

Clarification on promissory notes and cross guarantees

Company's statement

At our (Adler Group S.A.'s) Q1 2022 presentation, we have been asked about outstanding promissory notes (Schuldscheindarlehen) and to clarify whether any promissory notes are not reflected in our financial accounts. Additionally, we have been asked to clarify whether there are any cross guarantees between the various sub-groups within our corporate structure. As a follow-up we would like to clarify these questions in order to provide maximum transparency for all capital market participants.

• On the subject of promissory notes: Some of our financial liabilities are in the form of promissory notes. We differentiate between unsecured promissory notes that rank pari passu with our bonds and secured promissory notes that are either secured by yielding assets or by projects. All of our promissory notes are part of our financial liabilities as shown in our published financial statements. The aggregate amount of unsecured promissory notes and secured promissory notes was approximately €24.5 million and €165 million, respectively, as of 31 March 2022.
• On the subject of cross guarantees: Cross guarantees (other than from a comfort letter from Adler Group S.A. regarding Consus Real Estate AG's project related debt for one specific project) do not exist. The underlying loan related to this project currently amounts to
  €10 million. For the sake of full transparency, we also have loan agreements amounting to approximately €110 million as of 31 March 2022 where borrowing entities from Adler Group S.A. and Adler Real Estate AG have a joint liability in the context of collective land charges. Allocated loan amounts generally reflect the value of the assets serving as collateral.

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Disclaimer

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This presentation ("Presentation") was prepared by ADLER Group S.A. ("ADLER") solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of ADLER

Group. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.

This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of ADLER Group, nor should it or any part of it form the basis of, or be

relied on in connection with, any contract to purchase or subscribe for any securities of ADLER Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Presentation is not an advertisement and not a prospectus for purposes of Regulation (EU) 2017/1129. Any offer of securities of ADLER Group will be made by means of a prospectus or offering memorandum that will contain detailed information about ADLER Group and its

management as well as risk factors and financial statements. Any person considering the purchase of any securities of ADLER Group must inform itself independently based solely on such prospectus or offering memorandum (including any supplement

thereto). This Presentation is being made available solely for informational purposes and is not to be used as a basis for an investment decision in securities of ADLER Group.

Certain statements in this Presentation are forward-looking statements. These statements may be identified by words such as "expectation", "belief', "estimate", "plan", "target" or "forecast" and similar expressions, or by their context. By their nature,

forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to,

future global economic conditions, changed market conditions affecting the industry, intense competition in the markets in which ADLER Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic

and other conditions affecting ADLER Group' markets, and other factors beyond the control of ADLER Group). Neither ADLER Group nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No undue reliance shall be placed on forward-looking statements, which speak of the date of this Presentation. Statements contained in this

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This document contains certain financial measures (including forward-looking measures) that are not calculated in accordance with IFRS and are therefore considered "non-IFRS financial measures". Such non-IFRS financial measures used by ADLER Group are presented to enhance an understanding of ADLER Group's results of operations, financial position or cash flows calculated in accordance with IFRS, but not to replace such financial information. A number of these non-IFRS financial measures are also

commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other companies with which ADLER Group competes. These non-IFRS financial measures should not be considered in isolation as a measure of ADLER Group's profitability or liquidity, and should be considered in addition to, rather than as a substitute for, net income and the other income or cash flow data prepared in accordance with IFRS. In

particular, there are material limitations associated with the use of non-IFRS financial measures, including the limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by ADLER Group may differ from, and not be comparable to, similarly-titled measures used by other companies. Certain numerical data, financial information and market data (including percentages) in this Presentation have been rounded according to established commercial

standards. Furthermore, in tables and charts, these rounded figures may not add up exactly to the totals contained in the respective tables and charts.

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omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection there-with. It should be noted that certain financial information relating to ADLER Group contained in this document has not been audited and in some cases is based on management information and estimates.

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giving investment advice and may not be printed or otherwise copied or distributed. Subject to limited exceptions described below, the information contained in this Presentation is not to be viewed from nor for publication or distribution in nor taken or transmitted into the United States of America ("United States"), Australia, Canada or Japan and does not constitute an offer of securities for sale in any of these jurisdictions. Any securities offered by ADLER Group have not been, and will not be, registered

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