Adler S A : Investor Update

Investor Update

24 May 2024

Important Notice

THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE,PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR IN TO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL.

This presentation ("Presentation") was prepared by ADLER Group S.A. ("Adler Group") 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's 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 Presentation regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. No obligation is assumed to update any forward-looking statements.

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.

Accordingly, neither Adler Group nor any of its directors, officers, employees or advisors, nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the Presentation or of the views given or implied. Neither Adler Group nor any of its respective directors, officers, employees or advisors nor any other person shall have any liability whatsoever for any errors or 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.

This Presentation is intended to provide a general overview of Adler Group's business and does not purport to include all aspects and details regarding Adler Group. This Presentation is furnished solely for informational purposes, should not be treated as 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 under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States and such securities may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This Presentation does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice.

2

Transaction Summary

BCP

3

Overview of Transaction

• The Group is delighted to announce that it has today entered into a binding agreement (the "Lock-Up Agreement") with a steering committee of bondholders (the "Steerco") and additional bondholders representing over 60% of the 2L Notes for a comprehensive recapitalization transaction that will:
• 1. Provide up to €350m of liquidity by increasing:
  2. • the 1L New Money Facility by up to €100m; and
     • the holdback of disposal proceeds (that would otherwise be applied in mandatory repayment of the 1L New Money Facility) by up to €250m.
  3. Reprofile maturities in line with a revised business plan reflecting the current market outlook:
  4. • 1L New Money Notes due Jun-25 refinanced with new 1L New Money Notes due Dec-28.
     • 1.5L Adler Group Notes and 1.5L AGPS Notes due Jul-25 exchanged for, or otherwise refinanced with, New 1.5L Notes due Dec-29.
     • New 2L Reinstated Notes due Jan-30.
     • None of the instruments will have call protections thereby preserving maximum optionality for the Group.
  5. Right-sizebalance sheet by reinstating €700m of the 2L Notes and converting the remainder into Perpetual Notes with terms consistent with equity classification under IFRS.
  6. • New 2L Reinstated Notes and Perpetual Notes repackaged into SPV Notes issued by a new SPV.
• With this agreement, Adler Group and its bondholders jointly stabilize the platform for the years to come, therewith weathering current adverse market conditions.
• This investor update summarises the key terms of the transaction and should be read in conjunction with today's corresponding ad hoc notice and press release.

4

Next Steps

• The Group is pursuing a dual-track approach to procure the requisite consent from the holders of the 2L Notes.
  - AGPS BondCo will launch a consent solicitation for each series of its 2L Notes according to the German Bond Act (Schuldverschreibungsgesetz) shortly.

2L Notes

• - In parallel, AGPS BondCo is taking the necessary steps to prepare the launch of an English restructuring plan in case required.

• In either scenario, the Restructuring Effective Date ("RED") is targeted for end of 3Q24 in time for audited accounts publication on or around 30-Sep-24.

ADLER RE	• In addition to the 2L Notes consent solicitation launched by AGPS BondCo, Adler RE will launch a separate consent solicitation according to the German
2026 Notes	Bond Act (Schuldverschreibungsgesetz) to amend certain terms and conditions of the Adler RE 2026 Notes (but not the maturity or interest rate thereof).

Adler Group	• Adler Group will invite its shareholders to an extraordinary general meeting in addition to its annual general meeting scheduled for 25-Jun-2024 to resolve on
amendments to the Articles of Association of Adler Group, including authorizing the Board of Directors to issue voting securities representing 75% of the
AGM / EGM
	voting rights.

Existing bondholders may contact PJT Partners (financial advisor to Adler Group) Houlihan Lokey (financial advisor to the Steerco) or the Calculation

Agent (Kroll Issuer Services Limited) to become party to the Lock-Up Agreement. Refer to today's press release for contact details.

5

Company Information

BCP

6

Stichting Adler Finance

Simplified Corporate Structure

	Adler Financing S.à.r.l.
€857m 1L New Money Facility due Jun-25	("Facility SPV")

€937.5m 1L New Money Notes due Jun-25

Share pledges securing:

• 1L New Money Facility, 1.5L AGPS Notes, 1.5L Adler Group Notes and 2L Notes
• 1L New Money Facility and Adler RE 2026 Notes only

100%

ADLER Group S.A.

("Adler Group" and

together with its

subsidiaries the "Group")

GAV: €6,883m

Gross Debt: €6,403m

Luxembourg Stock Exchange

100%

Adler Group Intermediate

Holding S.à r.l.

100%

€191m 1.5L Adler Group Notes due Jul-25

100%

100%

AGPS BondCo PLC

("AGPS BondCo")

Guarantees and Loan Notes issued by Adler Group to AGPS BondCo

€400m 1.5L AGPS Notes due Jul-25

€400m 2L 2025 Notes due Aug-25

€700m 2L January 2026 Notes due Jan-26 €400m 2L November 2026 Notes due Nov-26 €500m 2L 2027 Notes due Apr-27

€800m 2L 2029 Notes due Jan-29

(together, the "2L Notes")

Adler Group Holding LuxCo

3 S.à r.l.

86.80%

10.10%

Adler Group Holding LuxCo

1 S.à r.l.

Various PropCos

GAV: €3,039m

Gross Debt: €1,016m

Adler Group Holding LuxCo

2 S.à r.l.

Free Float

€300m Adler RE 2026 Notes due Apr-26

Adler Real Estate

GmbH ("Adler RE")

Consol. GAV:

€2,547m(1,2)

Gross Debt: €1,059m(2)

13.20%

Free Float

1.31%

€80m 1L New Money Facility due Jun-25

10.10%

83.76%

Consus Real

3.12%

100%

Münchener

Baugesellschaft mbH and

other PropCos

LEG Immobilien

62.78%

35.66%

Brack Capital

Properties N.V.

("BCP")

3.02%

Estate AG ("Consus")

GAV: €1,297m

Gross Debt: €80m

GAV: €1,169m

Gross Debt: €307m

GAV: €1,167m

Gross Debt: €451m

100%

93.41%

			Tel Aviv Stock Exchange
Various PropCos		Various PropCos

Consus Holding GmbH

57.86%

Consus RE GmbH

42.14%

Consus Swiss Finance AG

Various PropCos

		Various PropCos
7	Source: Company information.
Note: Overview depicts BCP figures on a gross basis; consolidated Adler Group balance sheet reflects share of BCP as assets & liabilities held for sale under IFRS 5.
	Valuations as of Q4-2023. Debt figures as of Q4-2023 but pro forma for redemption of the 2024 Adler Real Estate GmbH Notes due 6-Feb-24. Notional debt amounts presented and PIK accrual not included.
	(1) Includes €211m of Adler RE development assets; (2) 100% of GAV and debt shown.

• Private Companies
• Public Companies
• Non-AdlerGroup Company

Simplified Capital Structure as of Dec-23

Adler RE - Capital structure

					In € million	Amount O/S	Maturity	Interest
		Repaid in
		Feb 2024			Bank loan #1	1	Feb-24
					Bank loan #2	158	Jun-26
					Bank loan #3	21	Jun-26
					Other bank debt	127	Var.
					BCP bank debt	350	Var.
					Total bank debt	657
		Repaid in
		Feb 2024			ADLER RE 2024 Notes	3	Feb-24	2.100%
					ADLER RE 2026 Notes	300	Apr-26	3.000%
					BCP bonds	101	Var.

Total bonds	405
Total nominal debt	1,062

Consus - Capital structure			Adler Group (standalone) - Capital structure
	In € million	Amount O/S	Maturity	Interest		In € million	Amount O/S	Maturity	Interest
						Bank loan #1	78	Jun-24
						Bank loan #2	49	Jul-24
						Bank loan #3	136	Dec-24
						Bank loan #4	359	Jun-25
						Other bank debt	395	Var.
	Total bank debt	-				Total bank debt	1,016
	1L New Money Facility(1)	80	Jun-25	12.500%(3)		1L	New Money Facility(1)	857	Jun-25 12.500%(3)
						1.5L Adler Group Notes	191	Jul-25 21.000%(3)
						1.5L AGPS Notes	400	Jul-25	4.250%(3)
						2L Notes	400	Aug-25	6.000%(3)
						2L	Notes	700	Jan-26	4.625%(3)
						2L	Notes	400	Nov-26	5.500%(3)
						2L	Notes	500	Apr-27	5.000%(3)
						2L	Notes	800	Jan-29	5.000%(3)
	Total bonds	80				Total bonds	4,248
	Total nominal debt	80				Total nominal debt	5,264

	Adler RE - Maturity Profile(2)					Consus - Maturity Profile(2)					Adler Group (standalone) - Maturity Profile(2)
		ADLER RE		489															2,207
		(excl. BCP)
										300																								Bank debt
																																		Bonds
	5				36	189		31		50
			1		3										80								1.848	1,172
	2024		2025	2026	2027	2028	2029	2030														800
		BCP					211
										96																1.100	593
											109
									63	115				51									262					500					136
	17																	359							95
		5
																										72			93
				12
											2024	2025	2026	2027	2028	2029	2030
8	2024		2025	2026	2027	2028	2029	2030		2024	2025	2026	2027	2028	2029		2030
	Note: Figures show notional debt amounts excluding accrued PIK interest. Excluding intercompany loans.

(1) €80m facility made available to Consus as stated in the 1L New Money Facility; (2) Based on contractual maturity profile, excluding amortization; 3. Payment-in-kind (PIK) interest

Transaction Terms

BCP

9

Key Transaction Terms

	• 1L New Money Notes outstanding at RED to be fully refinanced with new 1L New Money Notes due Dec-28 ("2028 New Money Notes"):
	- Issuer: Facility SPV.
1L New	- Quantum (cash funded(1)): 1L New Money Notes outstanding at RED plus up to €100m(2).
-	Interest: 12.5% PIK.
Money Notes
-	Maturity: Dec-28 subject to the redemption of €400m 2028 New Money Notes by Dec-27.
	- Tap: up to €300m plus accrued interest to refinance the Adler RE 2026 Notes.
	• Fully underwritten issuance by Steerco open to all holders of the 2L Notes on a pro rata basis.

• Holders can elect to either:
  - Exchange all their 1.5L AGPS Notes outstanding at RED for new notes due Dec-29 ("New 1.5L Notes 4.25%").

		€400m 1.5L AGPS Notes due		o	Issuer: Facility SPV.
		Jul-25 ("1.5L AGPS Notes")		o	Maturity: Dec-29.
				o Interest: 4.25% PIK from RED to Jul-25 (current maturity) and 14% PIK thereafter.
			- Exit for cash (funded by New 1.5L Notes 14%).
		€191m 1.5L Adler Group	• Holders can elect to either:
		-	Exchange all their 1.5L Adler Group Notes outstanding plus any early prepayment fee(3) at RED for new notes due
1.5L Notes	Notes due Jul-25 ("1.5L Adler
	Dec-29 ("New 1.5L Notes 14%").
Group Notes")
		-	Exit for cash incl. any early prepayment fee payable (funded by New 1.5L Notes 14%).
			• Quantum(1): 1.5L Adler Group Notes that elect to exchange plus an amount equal to the 1.5L AGPS Notes and 1.5L
			Adler Group Notes which exit for cash.
				o	Issuer: Facility SPV.
		New 1.5L Notes 14%		o	Maturity: Dec-29.
				o Interest: 14% PIK from RED.
			• Fully underwritten issuance by Steerco open to all holders of the 1.5L AGPS Notes and 1.5L Adler Group Notes that
			elect to exchange their entire holdings in the 1.5L AGPS Notes and 1.5L Adler Group Notes.

10

1. Excluding capitalized backstop fees; (2) To cover additional liquidity needs of the Group in connection with the restructuring to be determined by Adler Group and Steerco shortly before RED; (3) Quantum of potential early prepayment fee is dependent on when RED occurs.