Adler Group S.A.: Release according to Article 11(6) of the Luxembourg Transparency Law with the objective of dissemination with the objective of Europe-wide distribution

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EQS Stimmrechtsmitteilung: Adler Group S.A.
Adler Group S.A.: Release according to Article 11(6) of the Luxembourg
Transparency Law with the objective of dissemination with the objective of
Europe-wide distribution

25.11.2024 / 15:00 CET/CEST
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch EQS News -
ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
CSSF)i

Filing reference 9035
Submitted at (Luxembourg time) 2024-11-22 15:22
1. Identity of the issuer or the underlying issuer of existing shares to
which voting rights are attachedii:

ADLER Group S.A.

2. Reason for the notification:

Otheriii: Issuance by Adler Group S.A. of 454,878,321 parts bénéficiaires
(Voting Securities - ISIN LU2900363131)

3. Details of person subject to the notification obligationiv:

Name: Vonovia SE

City and country of registered office (if applicable): Bochum, Germany

4. Full name of shareholder(s)v:

The person is the same as the person subject to the notification (section 3)

5. Date on which the threshold was crossed or reachedvi:

2023-04-24

6. Total positions of person(s) subject to the notification obligation:

% of voting % of voting Total Total
rights rights through of both number of
attached to financial in % voting
shares instruments (7.A + rights of
(total of (total of 7.B.1 + 7.B) issuervii
7.A) 7.B.2)
Resulting 15.88 0.00 15.88 151,626,107
situation on the
date on which
threshold was
crossed or
reached
Position of 20.49 0.00 20.49 -
previous
notification (if
applicable)
7. Notified details of the resulting situation on the date on which the
threshold was crossed or reachedviii:

A: Voting rights attached to shares

Class/type of Number of Number of % of % of voting
shares (ISIN code voting voting rights voting rights
if possible) rights indirectix rights indirectix
directix directix
LU125015441 24,082,713 0 15.88 0.00
SUBTOTAL A 24,082,713 15.88
(Direct &
Indirect)
B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency
Law

Type of Expi- Exercise/ Number of voting rights that may % of
financial rati- Conversion be acquired if the instrument is voting
instrument on Periodxi exercised/ converted rights
datex
N/A
B.2: Financial Instruments with similar economic effect according to Art.
12(1)(b) of the Transparency Law

Type of Expira- Exercise/Con- Physical or Number of % of
financial tion version cash voting voting
instrument datex Periodxi settlementxii rights rights
N/A

8. Information in relation to the person subject to the notification
obligation:

Person subject to the notification obligation is not controlled by any
natural person or legal entity and does not control any other undertaking(s)
holding directly or indirectly an interest in the (underlying) issuer.xiii

N N- % of voting rights held % of voting rights through To- Directly
° a- by ultimate controlling financial instruments held ta- control-
m- person or entity or by ultimate controlling l led by
e- held directly by any person or entity or held of (use
x- subsidiary if it equals directly by any subsidiary bo- number(s)
v or is higher than the if it equals or is higher th from 1st
notifiable threshold than the notifiable column)
threshold
N-
/-
A
9. In case of proxy voting:

N/A

10. Additional informationxvi:

On 15 October 2024, Adler Group S.A. issued 454,878,321 voting securities
(parts bénéficiaires - ISIN LU2900363131) not representing the share
capital, as further specified in its Total Voting Rights Announcement for
the purposes of the disclosure of the total number of voting rights and
capital dated 21 October 2024. It is the understanding of Vonovia SE that
the aforementioned issuance of voting securities has not resulted in a
change to the total number of shares, including depositary receipts
representing shares, in Adler Group S.A. or in the number of voting rights
attaching to shares, including depositary receipts representing shares, in
Adler Group S.A. Notwithstanding, as a result of the issuance of the voting
securities by Adler Group S.A:, it is the understanding of Vonovia SE that
its voting power in Adler Group S:A. (resulting from the 24,082,713 shares
(LU1250154413) held by Vonovia SE) has been diluted to approximately 3.97%.

Date: 2024-11-22 15:22

Notes

i Please note that national forms may vary due to specific national
legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the
applicable thresholds or information regarding capital holdings.

ii Full name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity).

iii Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.

iv This should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting rights
in the cases provided for in Article 9 (b) to (h) of the Transparency Law;
or (c) the holder of financial instruments referred to in Article 12(1) of
the Transparency Law.

As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties,
entering or exiting of acting in concert by a single party) the standard
form does not provide for a specific method how to notify cases of acting in
concert.

In relation to the transactions referred to in points (b) to (h) of Article
9 of the Transparency Law, the following list is provided as indication of
the persons who should be mentioned:

* in the circumstances foreseen in letter (b) of Article 9 of that Law,
the natural person or legal entity that acquires the voting rights and
is entitled to exercise them under the agreement and the natural person
or legal entity who is transferring temporarily for consideration the
voting rights;

* in the circumstances foreseen in letter (c) of Article 9 of that Law,
the natural person or legal entity holding the collateral, provided the
person or entity controls the voting rights and declares its intention
of exercising them, and natural person or legal entity lodging the
collateral under these conditions;

* in the circumstances foreseen in letter (d) of Article 9 of that Law,
the natural person or legal entity who has a life interest in shares if
that person or entity is entitled to exercise the voting rights attached
to the shares and the natural person or legal entity who is disposing of
the voting rights when the life interest is created;

* in the circumstances foreseen in letter (e) of Article 9 of that Law,
the controlling natural person or legal entity and, provided it has a
notification duty at an individual level under Article 8, under letters
(a) to (d) of Article 9 of that Law or under a combination of any of
those situations, the controlled undertaking;

* in the circumstances foreseen in letter (f) of Article 9 of that Law,
the deposit taker of the shares, if he can exercise the voting rights
attached to the shares deposited with him at his discretion, and the
depositor of the shares allowing the deposit taker to exercise the
voting rights at his discretion;

* in the circumstances foreseen in letter (g) of Article 9 of that Law,
the natural person or legal entity that controls the voting rights;

* in the circumstances foreseen in letter (h) of Article 9 of that Law,
the proxy holder, if he can exercise the voting rights at his
discretion, and the shareholder who has given his proxy to the proxy
holder allowing the latter to exercise the voting rights at his
discretion (e.g. management companies).

v Applicable in the cases provided for in Article 9 (b) to (h) of the
Transparency Law. This should be the full name of the shareholder who is the
counterparty to the natural person or legal entity referred to in Article 9
of that Law unless the percentage of voting rights held by the shareholder
is lower than the 5% threshold for the disclosure of voting rights holdings
(e.g. identification of funds managed by management companies).

vi The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered
the notification obligation. For passive crossings, the date when the
corporate event took effect.

vii The total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting rights
are attached even if the exercise thereof is suspended.

viii If the holding has fallen below the 5% threshold, please note that it
is not necessary to disclose the extent of the holding, only that the new
holding is below that threshold.

ix In case of combined holdings of shares with voting rights attached
'direct holding' and voting rights 'indirect holding', please split the
voting rights number and percentage into the direct and indirect columns -
if there is no combined holdings, please leave the relevant box blank.

x Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.

xi If the financial instrument has such a period - please specify this
period - for example once every 3 months starting from [date].

xii In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta-adjusted basis (Article 12(2) of the
Transparency Law).

xiii If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second option
applies.

xiv The full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity also has to be presented in the
cases in which only on subsidiary level a threshold is crossed or reached
and the subsidiary undertaking discloses the notification as only then the
market always gets the full picture of the group holdings. In case of
multiple chains through which the voting rights and/or financial instruments
are effectively held the chains have to be presented chain by chain leaving
a row free between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.). Numbers shall be attributed to all persons or entities
within the group in column 1 in order to allow a clear indication of the
control structure in column 6. The names of all undertakings of the control
chain shall be provided in column 2, even if the number of the directly held
voting rights and/or financial instruments is not equal or higher than the
notifiable threshold. Columns 3 & 4 shall indicate the holdings of those
persons or entities directly holding the voting rights and/or financial
instruments if the holding is equal or higher than the notifiable threshold.

xv The names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be presented
irrespectively whether the controlled undertakings cross or reach the lowest
applicable threshold themselves.

xvi Example: Correction of a previous notification.

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Sprache: Deutsch
Unternehmen: Adler Group S.A.
55 Allée Scheffer
2520 Luxemburg
Luxemburg
Internet: www.adler-group.com

Ende der Mitteilung EQS News-Service
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2037665 25.11.2024 CET/CEST

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