Adler S A : Corporate Governance Update

Corporate Governance Update

Prof. Dr. A. Stefan Kirsten

Chairman of the Board of Directors

17 May 2022

Current Status

Process

Transparency

Implications

Governance

Strategy Update

Special investigation on the allegations concluded	✓
Result: No fraud, just weak governance	✓
Results of special investigation reflected in disclaimer of opinion	✓
for Financial Statements 2021. To be resolved by FY 2022
Under review for Annual General Meeting in 29 June 2022	✓
Presentation of the Company's future perspective around Q3 2022

2	17 May 2022

Update Corporate Governance

Governance Improvement:

Management

Thomas Echelmeyer appointed interim CFO

Recruiting agency tasked with search for permanent CFO

Governance Improvement: Structures & Processes

• New division of responsibilities	1		•	Continuation of KPMG auditing	3
among Board Members				mandate
• Ongoing direct dialogue between			•	Healing disclaimer of opinion as of
Board and Senior Management				H1 2022
• Individual vote of confidence on each			•	Aim: unqualified audit opinion for 2022
Board Member at AGM
		•	More detailed cashflow analysis	4
			• Broad dialogue with capital market,
• Recommendation:	2
		debt investors and shareholders
No distribution of dividend for 2021			•	Process support by PJT Consulting
due to disclaimer of opinion
			(new) and Kempen (ongoing)

• Management as an economic entity 5

• Restructuring of Consus Real Estate
• Strengthening ties to BCP

• PwC tasked with analysis and

6

development of a robust compliance organisation

3	17 May 2022

Update Corporate Governance

Legal Situation

Regulatory Situation

No criminal relevance revealed by special investigation

External examination of other legal claims against the Company and its bodies ongoing

Willingness of discussion and transparency offered to finance committee of Bundestag

BaFin investigations continue with full co-operation by Adler Group

Close dialogue with CSSF in Luxembourg

Summary		Relevant issues identified - implementation of solutions on track

4	17 May 2022

Q&A

5	17 May 2022