Adler S A : Special report on board member conflicts of interest (ADLER Group Special Report of the Board 2025 GM)

ADLER Group S.A.

Société anonyme

55, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg RCS Luxembourg: B 197554 (the "Company")

Special report of the board of directors of the Company

to the

general meeting of the Company

(the "GM")

to be held on Wednesday, 25 June 2025 at 11 a.m. CET

in accordance with Article 441-7 of the Luxembourg law of 10 August 1915 on commercial

companies, as amended (the "Company Law")

Dear Sirs,

In accordance with Article 441-7 of the Company Law, the board of directors of the Company (the "Board") issues this special report to inform the GM of the following transaction(s)/matter(s) in which a director of the Company declared an interest of a financial nature, conflicting with that of the Company.

Conflicting director(s)	Relevant transaction/ matter	Date of the relevant Board meeting(s)
Mr. Stephan Brendgen	Discussion and decision related to the portfolio (Eurohaus) due to his role as a chairman of the supervisory board of Instone Real Estate Group SE	27 November 2024
Dr. Karl Reinitzhuber	Discussion and decision related to the agreements with the members of the senior management.	18 February 2025
Mr. Thorsten Arsan	Discussion and decision related to the agreements with the members of the senior management.	18 February 2025

The conflicted/potentially conflicted director refrained from deliberating and voting on the relevant matter(s)/transaction(s) in which he declared a conflict/potential conflict of interest and the relevant matter(s)/transaction(s) were approved by the members of the Board who did not declare any conflict/potential conflict of interest after considering that such matter(s)/transaction(s) were in the best interest and for the corporate benefit of the Company.

Dated 15 May 2025

The Board of Directors Mr Stefan Brendgen (The Chairman)