Adler S A : Revised remuneration policy 2025 (clean) (ADL Proposed Remuneration Policy 2025)

ADLER Group S.A.

Société anonyme

55, Allée Scheffer, L-2520 Luxembourg Grand Duchy of Luxembourg RCS Luxembourg: B197554 (the "Company") 2025 Remuneration policy of the Company as approved by the general meeting [on 25 June 2025]

Document history:

Version (n°)	Date of adoption	By decision of general meeting or Board	Status
Version 1	29 September 2020	by general meeting of the Company	repealed
Version 2	29 June 2021	by general meeting of the Company	repealed
Version 3	21 June 2023	by general meeting of the Company	repealed
Version 4	27 November 2024	by general meeting of the Company	repealed
Version 5	[25 June 2025]	by general meeting of the Company	[in force]

1. General Overview
   1. Basis, validity and scope of the remuneration policy

      This remuneration policy is drawn up in accordance with Luxembourg national legislation transposing the provisions of Directive (EU) 2017/828, namely the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, as amended (the "SHR Law") and any other applicable laws and regulations of the Grand Duchy of Luxembourg.

      This remuneration policy has been approved by the board of directors of the Company (the "Board") on 15 May 2025, upon the recommendation of the Nomination and Compensation Committee (the "Nomination and Compensation Committee").

      This remuneration policy has been presented to the advisory vote of, and approved by, the general meeting of the Company on [25 June 2025]. Notwithstanding that the vote of the general meeting on this policy is advisory only, pursuant to Luxembourg law, all remuneration of the members of the Board requires approval of the general meeting.

      Every material change to this remuneration policy shall be submitted to the advisory vote of the general meeting. Regardless of whether or not there has been a change, a remuneration policy shall be presented to the general meeting for an advisory vote, at least every four years.

      An up-to-date version1 of the remuneration policy can be found on the Company's website at all times:

      https://www.adler-group.com/en/investors/corporate-governance/remuneration The remuneration of the following officers2 is described in this remuneration policy:

      ‌1An "up-to-date version" shall be construed as the version of the remuneration policy most recently approved by the general meeting, or the version of the remuneration policy most recently approved by the general meeting, as updated with non-material changes for which no approval by the general meeting is necessary.

      ‌2The SHR Law refers to "dirigeant" when listing the persons for which a remuneration policy shall be established. "Dirigeant" is defined under article 1 (6) no 3 of the SHR Law, as "any member of an administrative, management, or supervisory body of a company as well as the chief executive officer (directeur général) and, if such a function exists within a company, the deputy chief executive officer (directeur général adjoint)". Pursuant to such definition, the Company deems it appropriate that this policy shall cover the remuneration of members of the Board and senior management regardless of whether a senior manager holds the mandate of a daily manager (délégué(s) à la gestion journalière) of the Company or not.

      • members of the Board: (i) independent non-executive directors and (ii) executive directors (who may hold a parallel position as daily managers (délégué(s) à la gestion journalière) of the Company); and

      • members of the senior management of the Company whereby the term "senior management" includes any "C-level" officer of the Company (e.g. chief executive officer, chief financial officer, chief legal officer) regardless of whether they hold the legal mandate of daily managers (délégué(s) à la gestion journalière) of the Company or not; the terms "senior manager" and "senior managers" shall be construed accordingly.

      A full list of persons/positions within the Company to which this remuneration policy applies is set out in Annex I hereto, which shall be updated from time to time.

   2. Significant changes to the remuneration policy since the last approved version and overview of how votes and views of shareholders on the previous remuneration policy and the remuneration report for the financial year 2023 have been taken into account in elaborating this revised remuneration policy

      The most significant change to the remuneration policy since the last approved version in 2024 is the introduction of the key features of a management incentive programme (the "MIP") for members of the Board and senior management of the Company. This includes that any remuneration received by a member of the Board under the MIP is supplementary to the fixed remuneration structure and that, at the discretion of the Board, remuneration received by a senior manager under the MIP - also supplementary to the remuneration to be paid under their respective mandate agreement with the Company for their position as a member of senior management or as a delegate of daily management (délégué à la gestion journalière) - will not be deducted from the remuneration paid under these agreements.

      These changes were not directly driven by shareholder feedback on the previous remuneration policy or on the remuneration report for the financial year 2023; however, the remuneration policy approved by the general meeting on 27 November 2024 acknowledged that the policy would be revised to outline the details of the MIP.

      This version of the policy has also been amended to ensure alignment with the current articles of

      association of the Company (the "Articles") and to implement other refinements.

   3. The remuneration policy and the big picture: sustainability, long term strategy and focus on fair payment and employment conditions

      Building on the strategic direction established in recent years, the Company's primary focus remains on strengthening the financial stability of the Group. This includes the ongoing disposal of the vast majority of its development assets as well as selective yielding assets and use the proceeds to further reduce debt. Additionally, the Company continues to enhance the operating performance of the core business to mitigate the impact of reduced net rental income following portfolio disposals and potentially further disposals. Through all this, sustainability shall remain a guiding principle with the Company focusing on reduction of environmental impact, tenant satisfaction, employee satisfaction, community involvement through engagement in social project and continuous improvement of its corporate governance, in particular its compliance management system.

      For the Company to fulfil its commitment of sensibly deleveraging the group, whilst enhancing value of its core business though effective management of its existing (mainly Berlin-focused) portfolio, all the while respecting its guiding principle of sustainability, the Company must continue to attract and retain the right people; people with the necessary drive, competence, experience and expertise are more essential now than ever which is reflected in this remuneration policy which applies to the remuneration of the members of the Board and committees as well as the members of senior management.

      Additionally, and no less important, this remuneration policy has taken into account the conditions of remuneration and employment of the Company's employees. The Company is structured in a way that a majority of its core employees are directly employed by subsidiaries of the Company or companies belonging to the same group (the "Group") rather than the Company itself. Nevertheless, the Nomination and Compensation Committee, after consultation with the Company's human resources department, has ensured that the remuneration as set out in this remuneration policy and presented to the consultative vote of the general meeting shall not be disproportionate to the compensation granted to the employees of the Company and the Group.

      As in the past, the Company remains committed to attracting and retaining personnel with the level of professionalism and skills suited to the evolving needs of the Company, and of providing an incentive to strengthen their commitment to achieving the Company's goals, through personal satisfaction and motivation. As such, the Company follows the core principle that the remuneration granted to each person within the Company, whether they are a director, a senior manager, or an employee, shall adequately reflect such person's level of responsibility and position in the Company.

      The Company's and the Group's most valuable assets are its employees and they shall be

      compensated accordingly.

   4. The role of the Nomination and Compensation Committee

      The Board seeks to ensure that the Company's remuneration arrangements are equitable and aligned with the overall strategy of the Company as well as its shareholders and voting securities holders (parts bénéficiaires). To this end, the Board has established a Nomination and Compensation Committee, currently consisting entirely of independent members of the Board, and the purpose of which is to determine, revise and assist with the implementation of the remuneration policy of the Company, make proposals as to the remuneration of all members of the Board and senior management, and advise on any benefit or incentive schemes. It shall further assist the Board with identification of, and recommendations in respect of, candidates for the Board and the committees (noting that, except in case of a co-optation of a Board member to fill a vacancy of another Board member, all appointments to the Board require the approval of the general meeting). Nominations for appointment shall comply with Article 9 of the Articles. The Nomination and Compensation Committee shall furthermore assist with the preparation of any remuneration report of the Company.

      The Nomination and Compensation Committee shall ensure that remuneration arrangements support the strategic aims of the business and enable the recruitment, motivation and retention of (i) senior management and (ii) members of the Board, while complying with applicable rules and regulations. The Nomination and Compensation Committee and all members of the Nomination and Compensation Committee are required to adhere to and comply with (i) any and all applicable laws and regulations and (ii) the Company's rules of procedure for committees.

      The members of the Nomination and Compensation Committee are appointed by the Board. The members have the relevant expertise and experience, which is required to serve on such a committee.

      The Nomination and Compensation Committee makes decisions by a simple majority with no member having a casting vote.

   5. Exceptional circumstances and limited possibility to derogate from the principles of the remuneration policy

      The Company, as well as the members of the Board, committees and senior management, pledge to abide by this remuneration policy insofar as doing so is in the best interests of the Company.

      In exceptional circumstances, the Company may temporarily derogate from any element of this remuneration policy, subject to compliance with applicable law and the Articles. These exceptional

      circumstances cover situations in which the derogation from this remuneration policy is necessary to serve the long-term interests and sustainability of the Company as a whole or to assure its viability.

      A deviation from this remuneration policy requires the prior approval of the Nomination and Compensation Committee who shall then submit a reasoned request for such derogation to the Board for approval. It is noted that any change in the amount of directors' remuneration would, in any case, require the approval of the general meeting.

      The remuneration report relating to the relevant financial year will include information on any derogation from the applicable version of the remuneration policy, including a justification for any such derogation.

   6. Transparency and handling of conflicts of interest in respect of remuneration

      The Company pledges to be transparent with respect to the remuneration granted to the persons falling within the scope of this remuneration policy and to abide by all applicable laws relating to the disclosure of such remuneration.

      Generally, the Company has established effective processes to avoid conflicts of interest and allowing members of the Board and senior managers to inform the Company of any such potential conflicts of interest. The same is true in respect of the elaboration of this remuneration policy and the determination and granting of remuneration and compensation in general.

      To guarantee a fair and independent assessment of all aspects related to remuneration (including, in particular, the drawing up of this remuneration policy), the Nomination and Compensation Committee shall, to the extent possible, be composed entirely, at all times, of independent non-executive directors.

      As regards any potential conflict of interest arising from the fact that the Nomination and Compensation Committee and the Board must consider the remuneration of their own members, it is noted that:

      • the final decision on directors' basic remuneration rests with the general meeting, (albeit based on recommendations of the Board, who in turn relies on recommendations of the Nomination and Compensation Committee);

      • any additional remuneration of director to be earned under a MIP must be approved by the general meeting of the Company, which either approves (i) the aggregate gross amount with the Board being authorised to allocate as it deems fit between its members and to determine the further implementation modalities and payment conditions OR (ii) the specific amount to be allocated to each director;

      • insofar as the Board is authorised by the general meeting to allocate additional remuneration under a MIP between the various directors, each board member is required by law to abstain from any deliberation/resolution concerning their own allocation.

        As regards any potential conflict of interest in respect of remuneration of senior management, it is noted that decisions on this remuneration are adopted by the Board, of which the members of senior management shall only be a minority. Insofar as there are members of the senior management on the Board, those persons are required by law to abstain from any deliberation/resolution concerning their own remuneration.

2. Overview of Board remuneration
   1. Contractual arrangement with members of the Board

The Articles of the Company provide that members of the Board are elected by the general meeting by a simple majority of votes cast (subject to quorum requirements of Article 15 of the Articles) for a duration that may not exceed six years. Any director may be removed at any time with or without cause, without need for prior notification, by the general meeting by a simple majority of votes cast. A member