ADLER Real Estate AG

Declaration of Voting Results & Voting Rights Announcements • Dec 20, 2019

News Details

Voting Rights Announcements | 20 December 2019 15:40

ADLER Real Estate AG: Correction of a release from 20.12.2019 according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

ADLER Real Estate AG

20.12.2019 / 15:40

Dissemination of a Voting Rights Announcement transmitted by DGAP – a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

Notification of Major Holdings

1. Details of issuer

Name:	ADLER Real Estate AG
Street:	Joachimsthaler Straße 34
Postal code:	10719
City:	Berlin Germany
Legal Entity Identifier (LEI):	529900Y6QFNN3D363B76

2. Reason for notification

	Acquisition/disposal of shares with voting rights
X	Acquisition/disposal of instruments
	Change of breakdown of voting rights
	Other reason:

3. Details of person subject to the notification obligationLegal entity: ADO Properties S.A.

City of registered office, country: Senningerberg , Luxembourg

4. Names of shareholder(s)

holding directly 3% or more voting rights, if different from 3.

5. Date on which threshold was crossed or reached:15 Dec 2019

6. Total positions

	% of voting rights attached to shares (total of 7.a.)	% of voting rights through instruments (total of 7.b.1 + 7.b.2)	Total of both in % (7.a. + 7.b.)	Total number of voting rights pursuant to Sec. 41 WpHG
New	0 %	52.21 %	52.21 %	71,063,743
Previous notification	n/a %	n/a %	n/a %	/

7. Details on total positions

a. Voting rights attached to shares (Sec. 33, 34 WpHG)

ISIN	Absolute		In %
	Direct (Sec. 33 WpHG)	Indirect (Sec. 34 WpHG)	Direct (Sec. 33 WpHG)	Indirect (Sec. 34 WpHG)
			%	%
Total			%

b.1. Instruments according to Sec. 38 (1) no. 1 WpHG

Type of instrument	Expiration or maturity date	Exercise or conversion period	Voting rights absolute	Voting rights in %
				%
		Total		%

b.2. Instruments according to Sec. 38 (1) no. 2 WpHG

Type of instrument	Expiration or maturity date	Exercise or conversion period	Cash or physical settlement	Voting rights absolute	Voting rights in %
Irrevocable undertaking to accept a public offer (Irrevocable Undertaking)		at the third day of the initial acceptance period	Physical	18991631	26.72 %
partially revocable undertaking to accept a public offer (Irrevocable Undertaking)		at the third day of the initial acceptance period	Physical	18107930	25.48 %
			Total	37099561	52.21 %

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

X	Person subject to the notification obligation is not controlled nor does it control any other undertaking(s) that directly or indirectly hold(s) an interest in the (underlying) issuer (1.).
	Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity:

Name	% of voting rights (if at least 3% or more)	% of voting rights through instruments (if at least 5% or more)	Total of both (if at least 5% or more)

9. In case of proxy voting according to Sec. 34 para. 3 WpHG

(only in case of attribution of voting rights in accordance with Sec. 34 para. 1 sent. 1 No. 6 WpHG)

Date of general meeting:

Holding total positions after general meeting (6.) after annual general meeting:

Proportion of voting rights	Proportion of instruments	Total of both
%	%	%

10. Other explanatory remarks:

On December 15, 2019 ADO Properties S.A. (“ADO Properties”) has announced its decision to offer the shareholders of ADLER Real Estate Aktiengesellschaft (“ADLER”) to purchase their no-par value bearer shares by way of a voluntary public takeover offer in the form of a share for share offer (“Share for Share Offer”). In this connection ADO Properties concluded irrevocable undertakings on December 15, 2019 to accept a public offer (“Irrevocable Undertaking”) with 10 individual shareholders. The shareholders bound by the irrevocable undertakings have undertaken to accept the offer at the third day of the initial acceptance period at the latest. In addition, also on December 15, 2019, ADO Properties has concluded with 2 individual shareholders partially revocable undertakings to accept the offer. The possibility of the partial revocation applies if more than 90% accept the Share for Share Offer.

Date

19 Dec 2019

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20.12.2019 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.

Archive at www.dgap.de

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Language:	English
Company:	ADLER Real Estate AG
	Joachimsthaler Straße 34
	10719 Berlin
	Germany
Internet:	www.adler-ag.com

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