Adler S A : Special report on board member conflicts of interest (Special Report on board member conflict of interest 207654.1 )
May 25, 2024 at 12:01 pm EDT
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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 shareholders of the Company
(the "GM")
to be held on Tuesday, 25 June 2024 at 10 a.m. CEST
in accordance with Article 441-7 of the Luxembourg law of 10 August 1915 on commercial
companies, as amended (the "Company Law")
Dear Shareholders,
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. Thierry Beaudemoulin
Discussion and decision regarding the
27
November 2023
STI and LTI remuneration matters.
Mr. Echelmeyer
Discussion and decision regarding the
27
November 2023
STI and LTI remuneration matters.
Mr. Stefan Brendgen
Appointment of Mr. Stefan Brendgen as
19
February 2024
the chairman of the board of directors
of the Company.
Dr. Heiner Arnoldi
Re-appointment of Dr. Heiner Arnoldi
28
February 2024
as a member of the audit committee of
the Company.
Appointment of Dr. Heiner Arnoldi as
the chairman of the investment and
financing committee of the Company.
Mr. Thilo Schmid
Re-appointment of Mr. Thilo Schmid as
28
February 2024
the chairman of the audit committee of
the Company.
Re-appointment of Mr. Thilo Schmid as
a member of the nomination and
compensation
committee
of
the
Company.
Mr. Thierry Beaudemoulin
Re-appointment of Mr. Thierry
28
February 2024
Beaudemoulin as the chairman of the
ad hoc committee of the Company
Mr. Stefan Brendgen
Appointment of Mr. Stefan Brendgen as
28
February 2024
member and chairman of the
nomination
and
compensation
committee of the Company.
Re-appointment
of
Mr.
Stefan
Brendgen as a member of the audit
committee of the Company.
Appointment of Mr. Stefan Brendgen as
member of the investment and
financing committee of the Company.
Mr. Echelmeyer
Re-appointment of Mr. Echelmeyer as
28
February 2024
a member of the ad hoc committee of
the Company
Mr. Zinnöcker
Re-appointment of Mr. Zinnöcker as a
28
February 2024
member of the nomination and
compensation
committee
of
the
Company.
Appointment of Mr. Zinnöcker as a
member of the investment and
financing committee of the Company.
Mr. Thierry Beaudemoulin
Discussion and decision regarding the
16
May 2024
STI and LTI remuneration matters.
Mr. Echelmeyer
Discussion and decision regarding the
16
May 2024
STI and LTI remuneration matters.
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 16 May 2024
The Board of Directors
Mr. Stefan Brendgen (The Chairman)
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Adler Group SA published this content on
23 May 2024 and is solely responsible for the information contained therein. Distributed by
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Adler Group SA, formerly known as ADO Properties, is a Luxembourg-based real estate company. The Company operates in Germany, in the residential real estate field with approximately 70,000 residential units, and a development pipeline of approximately 10,000 new flats in Germany. The Company focuses on asset and portfolio management, property and facility management and developing residential properties throughout Germany. The Company operates through two business segments: Residential property management and development. Residential property management offers renting and managing residential properties, the management of tenancy agreements and marketing of residential units with the focus on optimization of rental income. The development side of the business splits into build-to-sell projects and build-to-hold projects.