Annual Report (ESEF) • Oct 11, 2024
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Please note that all figures and data refer to the reporting period, unless where expressly stated otherwise in the report. Key Figures 2022 Profit and loss statement For the year ended For the three months ended In EUR thousand 31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021 Income from rental activities 369,354 495,092 88,037 150,742 EBITDA from rental activities 148,235 227,748 29,999 58,569 EBITDA from rental activities margin 60.6% 65.8% 52.6% 67.4% EBITDA Total 95,080 208,246 15,746 (10,878) FFO 1 (from rental activities) 86,779 137,072 18,811 34,226 FFO 2 (incl. disposal results and development activities) (15,806) 60,883 (14,569) (73,590) Further KPIs Residential () 31 Dec 2022 31 Dec 2021 Monthly in-place rent (EUR per m 2 ) 7.58 7.45 Total vacancy rate 1.3% 1.1% Number of units 26,202 27,469 Like-for-like rental growth 1.5% 2.5% () All values include ground floor commercial units and exclude units under renovation and development projects. Balance sheet In EUR thousand except per share data 31 Dec 2022 () 31 Dec 2021 () EPRA LTV 74.5% 62.7% EPRA NRV 2,540,793 4,649,372 EPRA NRV per share (EUR) 21.62 39.57 EPRA NTA 2,440,111 4,268,575 EPRA NTA per share (EUR) 20.77 36.33 () Adjusted for BCP IFRS 5 illustration which has been disregarded; the corresponding line items have been reversed into respective balance sheet positions. Welcome to Adler Group The Adler Group S.A. (the Company) is a Luxembourg-based real estate company operating in Germany specialising in the management and development of income-producing, multi-family residential real estate. As per the end of the financial year, the Company together with its group companies ("Adler Group") own and manage approximately 26,200 residential rental units, largely concentrated in Berlin (around 65% of properties) and North-Rhine Westphalia (around 30% of properties). Besides the residential rental portfolio, Adler Group owns a portfolio of development projects located in the largest cities of Germany. These development projects are primarily sold through either forward sales or upfront sales thereby generating funds to ultimately optimise the capital structure of the Company. As of 31 December 2022, Adler Group had 731 employees based in several locations across Luxembourg and Germany. residential rental portfolio 26,202 units Rental portfolio as at 31 December 2022() Residential rental portfolio locations () Residential rental portfolio showing all locations with >100 rental units, not considering any assets classified as held-for-sale. Letter from the Chairman of the Board “Adler Group can now shape its future as a Berlin-centred real estate company.” Dear Stakeholders, Finally, you hold the audited consolidated financial statements and annual accounts for 2022 and 2023 of Adler Group S.A. in your hands. We are glad to close the books on these two past years and continue to shape our future without any uncertainties regarding our historic financial numbers. With that, we have fulfilled what we had promised since April 2023 and a long and challenging process has come to an end. The Board of Directors is very pleased with the outcome of the audit and thankful to all parties involved. Adler Group can now determine its future as a Berlin-centred real estate company. As you may recall, the previously published consolidated financial statements for the years 2022 and 2023 were unaudited. This was due to the fact that our then auditor, who was also mandated to audit the 2022 financial statements and the annual accounts for Adler Group, unexpectedly informed us in May 2022 that it would no longer carry out its mandate. Since then, the Board has done everything in its power to get a new auditor mandated. In November 2023, AVEGA Révision was mandated by our General Meeting for the Luxembourg-based Adler Group S.A. and three other audit firms for the audit of the sub-areas relevant to the Group, a so-called "component audit": Rödl & Partner for Adler Real Estate AG (now Adler Real Estate GmbH), Morison Köln AG for Consus Real Estate AG, and Domus Steuerberatungs-AG und Wirtschaftsprüfungsgesellschaft for the individual financial statements of the German property companies of Adler Group. Publishing our audited figures now without any restatements in the 2022 and 2023 accounts and obtaining unqualified audit opinions proves both the quality of our work and the quality of our figures. This also applies to the 2022 annual report of our subsidiary Adler Real Estate. It was in our own interest to provide all the data requested by the audit firms, even beyond the level required for a usual year-end audit. It goes without saying that we did not want to leave any question unanswered. With these publications, Adler Group has fulfilled all its legal disclosure requirements. And yes, one can say that this is a major step to further regain our reputation amongst all legitimate stakeholders. Let me update you on some other recent events: First, one can say that the environment for the real estate industry has significantly improved: Central Banks around the world have started to ease their interest rate policies. We expect that lower rates will reduce the pressure on our real estate assets as experienced over the last two years, while at the same time stimulating activity on the transaction market. Still, uncertainty remains, not least due to geopolitical risks, but we are now in a better position to challenge these uncertainties and to serve our primary target of being a reliable partner to our tenants and other stakeholders. What makes us so certain of this? Because, secondly, with the comprehensive recapitalisation completed in September 2024, we have a more sustainable capital structure and less imminent pressure stemming from our financial maturities. The recapitalisation was implemented through the conversion of certain of the existing 2L notes into subordinated perpetual notes which are classified as equity under IFRS, thereby strengthening Adler Group’s book equity by approximately EUR 2.3 billion. In connection therewith, certain of the company’s existing debt maturities were extended to December 2028, December 2029, and January 2030. Furthermore, Adler Group was provided with additional liquidity of approximately EUR 87 million through an increase in the existing 1L New Money Facility and the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024. So, with audited financial statements and annual accounts, with a recapitalised balance sheet and prolonged maturities, Adler Group can act autonomously in the interests of all stakeholders. In terms of operations, we will continue to focus on our residential assets, continue to complete pre-sold development projects, continue to sell the remaining development projects in upfront sales, and continue to actively market parts of our rental portfolios, particularly the ones outside of Berlin, in order to further lower our indebtedness. This is a major task for our teams in the various disciplines, and I would like to thank all our employees most sincerely on behalf of the Board of Directors. They are the face of Adler Group in daily operations – towards our tenants, local politicians, banks and financing institutions, and partners in construction and operations. I would also like to thank Dr. Heiner Arnoldi and Thomas Zinnöcker, who both retired from the Board of Directors following the annual General Meeting in June 2024. At the same meeting, Matthias Moser was appointed to the Board of Directors. Mr Moser is a long-term real estate expert. With him, the Board of Directors consists of five members: Matthias Moser and Thilo Schmid as independent members and me as Chairman as well as Chief Executive Officer (CEO) Thierry Beaudemoulin and Chief Financial Officer (CFO) Thomas Echelmeyer. Sven-Christian Frank as Chief Legal Officer (CLO), Mr Beaudemoulin and Mr Echelmeyer form the Senior Management Team, while Chief Restructuring Officer (CRO) Hubertus Kobe left Adler Group at the end of May 2024. With these audited financial statements and a solid financial structure, the entire Adler Group team is well prepared to shape its future. Yours sincerely, Mr Stefan Brendgen CHAIRMAN OF THE BOARD OF DIRECTORS Luxembourg, 26 September 2024 “The completed audit process is a major step towards further regaining our reputation amongst all stakeholders.” Letter from the Senior Management Dear Stakeholders, The year 2022 was a special and in many ways not easy year. It brought great challenges, especially in political and social terms, but also in economic terms. They shaped the environment in which the Adler Group operated in 2022 and exacerbated developments which had already impacted the business of real estate companies for some time. The inflation rate accelerated further due to the massive increase in energy and raw material prices. The problems of strained or interrupted supply chains and the resulting shortage of materials also affected the construction and real estate industry. Macroeconomic development and global uncertainties with implications on the real estate investment market Central banks responded to high inflation rates with several interest rate hikes that have been remarkable in scale and frequency. The associated higher cost of capital has a particular impact on capital-intensive industries such as real estate and is also putting pressure on property valuations. The fundamental effects and uncertainties resulting from the geopolitical and economic situation were and continue to be evident, not least in the real estate investment market and in project developments. The Adler Group's financial year 2022 was characterised by these developments and was also marked by the strategic portfolio disposals that we initiated back in 2021 and continued to implement in 2022. The agreement reached with Adler Group’s bondholders in November 2022 marked the decisive milestone on the way to securing the Group's financial stability. The vast majority of the bondholders supported our approach, and we are particularly grateful for the always constructive, fair, and respectful discussions. This implementation has been challenging and will impact our company which may face further liquidity constraints. To meet our cost reduction targets, we had to lay off some of our employees, which is always a difficult decision. As part of the overall package, we had to take the decision to suspend our dividend for 2022 again and issue new shares to our creditors. Market trends mean a stable foundation for development of property values Despite all the issues that players in the residential real estate investment market are facing: The basis for a stable development of values is intact. A key factor here is the continuing rise in demand for housing, especially in metropolitan areas such as Berlin. This growing demand is being met by a permanent supply shortage. The volume of new construction is tending to decline in view of high construction costs and the changed financing conditions. In addition, higher interest rates are making it impossible for many households to buy property. These households are additionally pushing into the already tight rental market. For the long-term valuation of existing properties in growing cities, this means a stabilising force. These developments are reflected in the Adler Group's core business. With a sustained low vacancy rate of 1.3% at the end of the year and growth in rental income on a like-for-like basis of 1.5%, the Adler Group's core portfolio has confirmed again its high quality. Our net rental income of EUR 244.5 million in 2022 was higher than expected and our funds from operation (FFO 1) of EUR 86.8 million was fully on target. Adler Group will concentrate on value-enhancing management of a Berlin-focused portfolio As part of its strategic realignment, the Adler Group is concentrating on the value-enhancing management of an existing portfolio focused on Berlin. We are scaling back portfolios in other locations using the proceeds to reduce debt as we are fully committed to sensibly deleveraging the Group. With the disposals of larger portfolios to KKR/Velero and the Waypoint portfolio in 2022, we made significant progress here. The remaining development activities are planned to be scaled back, again in a highly sensible manner to ultimately delever the Group. Regarding individual developments, we are aiming for a sale or cooperation with strategic partners taking care of all possible transactions to reflect the fundamental value of the assets. Sustainability as guiding principle Sustainability is a guiding principle in the development of our company. For us, sustainability encompasses five primary areas of action. First, the goal is to be carbon neutral. As a major contributor to greenhouse gas emissions, the real estate sector has a critical role to play in mitigating the effects of climate change. At Adler Group, we have made clear commitments to reduce our environmental impact. By 2030, we aim to halve CO2 emissions in the existing portfolio compared to 2020. We also focus on reducing energy consumption in our buildings by implementing energy-efficient measures and using renewable energy sources. Secondly, we strive to improve and ensure tenant satisfaction: Adler Group intends to conduct tenant surveys on a regular basis (starting in 2023) to determine their level of satisfaction and to gather suggestions on levers to improve our buildings and their surroundings or Adler Group's services. Concerning our third goal of ensuring employee satisfaction, we are fully aware that the current state of the company is not easy for the people of Adler Group. Under these circumstances, we are particularly proud that the results of Adler's annual employee satisfaction survey in 2022 exceeded the previous year's results. This is compelling evidence that our efforts to increase transparency, maintain diversity, provide benefits, and offer more opportunities for personnel development are paying off. As part of its community involvement - the fourth building block in our approach to sustainability - Adler Group actively participates in associations, promotes dialog with institutions and cities, and engages in social projects in and around the respective neighbourhoods and properties. In 2022, we commissioned an external service provider to review the maturity level of the Compliance Management System. The Compliance Management System reflects one component of our Corporate Governance, which in turn is the fifth dimension of our ESG approach. The resulting recommendations have meanwhile been analysed and their processing has begun. Adler Group follows the German Corporate Governance Code, has issued various guidelines, and formed a compliance organisation to ensure adherence to the regulations. Focus for the future is to further stabilise the company Our clear focus for the future is to further stabilise Adler Group financially. To achieve this, we will dispose of non-core development assets and use the proceeds to further reduce our debt. However, we will only sell assets under the clear condition that we achieve a price that reasonably reflects the fundamental value of the assets. The agreements made with our bondholders in both 2023 and 2024 give us sufficient time for the disposals and we can avoid being perceived as a ‘forced seller’. In addition, we will strive to further improve the operating performance of our core business. This allows us to partly compensate a reduction of net rental income following portfolio disposals. It has been a special and, in many ways, difficult year for the Adler Group. First and foremost, we would like to thank our employees for their unwavering commitment. And we would like to thank our partners, investors, and shareholders for their constructive support over the past months. This is very much appreciated. Together with the entire Adler Group team, we continue to be dedicated to repaying this trust. Sincerely yours, Luxembourg, 26 September 2024 Thierry Beaudemoulin CEO Thomas Echelmeyer CFO Sven-Christian Frank CLO Adler Group Share The share Share information (as at 31 December 2022) Shareholder structure (as at 31 December 2022) 1st day of trading 23 July 2015 Subscription price EUR 20.00 Price at the end of Q 4 2022 EUR 1. 345 Highest share price LTM EUR 1 3 . 99 Lowest share price LTM EUR 1. 341 Total number of shares 117.5 million ISIN LU1250154413 WKN A14U78 Symbol ADJ Class Dematerialised shares Free float 65.97% Stock exchange Frankfurt Stock Exchange Market segment Prime Standard ERPA indices FTSE EPRA / NAREIT Global Index, FTSE EPRA / NAREIT Developed Europe Index, FTSE EPRA / NAREIT Germany Index Free float shares 65.97% Vonovia SE 20.49% Gerda Caner 7.44% Aggregate Holdings S.A. 6.10% Key stock market data Adler Group shares are traded on the Prime Standard of the Frankfurt Stock Exchange. During the 12 months ended 31 December 2022, the shares traded between EUR 1.341 and EUR 13.99. Adler Group shares were included in the relevant real estate sector indices of the EPRA index family. Shareholder structure As at 31 December 2022, the total number of outstanding shares of Adler Group amounts to 117.5 million. At that time, the main shareholders with holdings of over 5% were: Vonovia SE (20.49%) , Gerda Caner (7.44%) and Aggregate Holdings S.A. (6.10%)1). The remaining 65.97% free float shares were mainly held by institutional investors. Adler Group agreed, as part of the restructuring plan of AGPS BondCo PLC, a 100% subsidiary of Adler Group, which was sanctioned on 12 A pril 2023 by the High Court of Justice of England and Wales, to issue and deliver shares in an amount equal to 22.5% of Adler Group’s share capital following such issuance (i.e. equal to approximately 29% of the current outstanding share capital of Adler Group) to the New Money Notes investors (as defined in the "Material Events" section of the Combined Management Report). Dividend policy Following the implementation of the proposed amendments pursuant to the restructuring plan, Adler Group is generally not permitted to declare or pay dividends to shareholders for the year 2022 and thereafter. If and as long as any of the subordinated notes issued by the Company's subsidiary AGPS BondCo PLC in the nominal amount of approximately EUR 2.3 billion under a guarantee by the Company as part of its 2024 financial restructuring (the "Subordinated Notes") are still outstanding, and any amounts have been paid in respect of the Subordinated Notes since the issuance thereof (the "Subordinated Notes Payments"), the Board of Directors may, in connection with approving the annual accounts of any given financial year, recommend to the annual General Meeting that a dividend equivalent to one thirty-ninth (1/39) of all Subordinated Notes Payments be declared and paid. 1) According to the official notifications received from the shareholders. Sustainability Policies Company in transition Adler Group has taken all the right steps in 2022 to make its business activities even more sustainable. Employee satisfaction has increased, significant efforts were made to review and improve corporate governance, the concerns of tenants continued to be among the top priorities, and we managed to improve energy efficiency in 2022, measured in terms of specific energy consumption per square meter of residential floor space. This is a positive development with regard to the efforts to mitigate climate change. However, when it came to investing in improving energy efficiency, Adler Group’s sustainability management was not able to meet the self-imposed target formulated in 2021. After all, 2022 was a year of transition for Adler Group in many respects. Financial parameters changed, the property portfolio was significantly reduced and development projects were realigned – all of which had an impact on measures that were intended to improve energy efficiency and thus also reduce CO2 emissions. Some were discontinued because the corresponding properties were sold, in other cases the originally planned projects were put on hold as long as it was unclear whether they would remain in the portfolio. Other measures were temporarily postponed because overriding objectives such as securing liquidity took priority in the short term. This situation has not changed up until the reporting date of the audited annual report 2022. The intention to halve CO2 emissions, as presented in last year’s sustainability report, will be revisited and reassessed in the future based on the new portfolio composition. Sustainability management Sustainability is firmly anchored in the organisational structure of Adler Group. Overall responsibility for sustainability lies with the Board of Directors. Responsibility for embedding it into the operating activities and implementing the sustainability policy is assigned to the Chief Legal Officer (CLO), who informs Senior Management and the Board of Directors of all significant developments. The CLO also chairs the Sustainability Board of Adler Group. This corporate body comprises managers from all corporate divisions who actively pursue sustainability measures. The Sustainability Board meets regularly to make all necessary decisions concerning issues relevant to sustainable business activities. It decides on the action plan for sustainable measures, defines the corresponding sustainability KPIs and monitors the implementation of the plan. In addition, the Sustainability Board ensures Group-wide harmonisation of all sustainability concepts and activities developed by the individual departments across the Group. At the same time, the Sustainability Office (“Stabstelle Nachhaltigkeit”), which reports directly to the CLO, communicates the action plan to the respective departments and functions as the point of contact for all employees in matters of sustainability, prepares the decision papers for the Sustainability Board and coordinates Adler Group’s internal and external sustainability reporting. Furthermore, the Strategy & Organisational Development department supports various initiatives, such as the implementation of the obligations arising from the EU Taxonomy regulations. Sustainability objectives When pursuing sustainability objectives, companies promote climate protection, facilitate humane behaviour within and between corporations or provide their shareholders with greater transparency about their internal processes. By doing so, they also serve their own proper economic purpose. After all, investors, business partners, tenants and employees alike are increasingly interested in responsible business practices, which in turn bears value enhancing opportunities for sustainable companies. Sustainability combined with a good ESG (Environmental, Social, Governance) rating expands refinancing opportunities as investors increasingly seek sustainable, environmentally sound and socially responsible investments. Governmental regulations, CO2 pricing and rising energy costs are leading to increased demand for energy-efficient, cost-saving building solutions, both in new buildings and in existing buildings – a trend from which Adler Group may benefit due to its innovative concepts. When residential properties are renovated to make them more energy efficient, this not only provides a significantly higher level of comfort for tenants, but also considerably lowers costs for heating and energy and therefore improves overall competitiveness on the rental markets. Last but not least, sustainability measures have a positive impact on Adler Group's reputation as an employer. In a demographic environment where it becomes increasingly harder to find qualified employees, fair treatment is a prerequisite for attracting and retaining people with the necessary professional skills. This is the context in which Adler Group’s sustainability objectives are meant to be understood - objectives which have not changed significantly since the previous year. What changed, however, was the degree of intensity with which these objectives were pursued. As described earlier, most of the measures intended to reduce energy consumption were put on hold for the time being because of the structural changes. Measures to improve corporate governance, however, were intensified – in part as a reaction to externally voiced criticism of potential shortcomings. Likewise, we stepped up HR activities in order to make our Company more attractive to employees. The sustainability objectives covered five fields of action: Climate neutrality Adler Group has set itself the objective of halving CO2 emissions in its existing portfolio by 2030 (compared to 2020). This is in line with the objectives of the Paris Agreement and the requirements of the German Federal Climate Change Act (Klimaschutzgesetz, KSG). Adler Group confirms this objective, even though the corresponding investment measures were largely put on hold in 2022. New construction as well as refurbishments to promote energy-efficiency continue to be certified according to recognised standards such as DGNB/LEED®/BREEAM and should achieve at least the DGNB standards “Gold” or “Very Good”. Construction of new buildings is planned and carried out under the aspect of climate neutrality. Employee satisfaction Adler Group measures employee satisfaction by way of a survey that is conducted annually. The objective is to have at least 70% of all employees complete this survey which was not yet reached in 2022. Employee satisfaction in 2022 exceeded the previous year’s result showing that the employees of Adler Group recognise the efforts geared to increasing transparency, maintaining diversity, improving monetary and non-monetary benefits and providing more opportunities for personnel development. Tenant satisfaction Adler Group intends to regularly conduct tenant surveys to find out their level of satisfaction and also to collect suggestions concerning potential improvements of the communal environment or Adler Group's services. Such a survey had been planned for 2022. However, due to the massive portfolio adjustments it was postponed until there would be more clarity concerning, which parts of the portfolio were to held long term. In the meantime, Adler Group is using the fluctuation rate as an indicator for tenant satisfaction. Experience shows that availability is a crucial factor for tenant satisfaction. In order to reach the highest possible level, Adler Group has ensured 24h availability with the support of an external call centre service provider. Community involvement Adler Group actively participates in associations, promotes dialogue with institutions and cities and is involved in social projects in and around the relevant neighbourhoods and properties. Corporate Governance/Compliance The purpose of corporate governance is to facilitate effective and responsible management of the company. Adler Group follows the German Corporate Governance Code, has issued various guidelines and formed a compliance organisation to ensure adherence to the regulations. In 2022, the Group commissioned an external service provider to review the maturity level of the Compliance Management System. The resulting recommendations have meanwhile been analysed and their processing has begun. Memberships In its efforts to promote sustainability in its operations, Adler Group pro-actively seeks opportunities for networking, integration and exchange with other players. Consequently, in 2022, Adler Group was a member of the following organisations that are committed to the various aspects of sustainability. Membership in organisations that promote sustainability in 2022 Global Compact Adler Group is committed to the principles of the “Global Compact”, an initiative of the United Nations to promote corporate responsibility and improvement in the areas of human rights, labour, the environment and anti-corruption. Adler Group has joined the UN Global Compact initiative in June 2021. The network of the United Nations and corporates is committed to a more social and environmentally friendly approach to globalisation. By taking these issues into account, corporates are also contributing towards achieving the UN’s Sustainable Development Goals. DGNB Adler Group is a member of the German Sustainable Building Council (DGNB), an association that promotes sustainable building and neighbourhoods offering a good quality of life, and thus an environment that allows for a sustainable future. The DGNB strives to transform the construction and real estate market towards an appropriate understanding of quality as the basis for responsible and sustainable action. The association is the largest network for sustainable construction in Europe with more than 1,300 members. Keeping these objectives in mind, Adler Group assesses all new buildings accordingly. As a general rule, all newly constructed buildings are to comply with the high “DGNB Gold Standard” or another comparable sustainability standard. German Property Federation (ZIA) Monthly exchange of thoughts and interests with respect to real estate topics, the German Energiewende (energy transition) and mobility Energy efficiency network of the Federal Ministry for Economic Affairs and Climate Action (BMWK) of the energy management companies of housing associations Quarterly exchange on current legislation, studies and pilot projects, informal exchange on current industry developments, establishment of purchasing associations DICO Deutsches Institut für Compliance e.V. Publications, events, working materials buildingSMART Deutschland e.V. Wide variety of conferences/presentations/publications, further training, informal exchange, working groups, research and development GLCI German Lean Construction Institute e.V. Wide variety of conferences/presentations/publications, further training, informal exchange, research and development Reporting Selection and weighting of topics included in the Sustainability Report of Adler Group are based on an assessment of materiality. In order to identify the topics of material importance, Adler Group analyses on a regular basis outcome from exchange with stakeholders, experience and knowledge gained from day-to-day business, insights gained as a member of the above-mentioned organisations and current market developments. There are three relevant dimensions for assessing the importance of individual topics for Adler Group. • Impact: To what extent does the (business) activity of Adler Group have an impact on the environment with regard to the respective sustainability aspect (“inside-out view”)? • Relevance for the business: To what extent does a specific sustainability aspect which is relevant to the market or stakeholders impact Adler Group’s performance (“outside-in view”)? • Relevance for the stakeholders: To what extent does Adler Group’s behaviour concerning the respective sustainability aspects play a role in stakeholders' decisions and their expectations with regard to Adler Group? The answers to these questions provide information about the significance and thus the materiality of the individual aspects and topics from a sustainability perspective. The chart below shows the sustainability aspects that are considered material by Adler Group and visualises their relevance for stakeholders and for the Group’s own business. The information on the sustainability performance presented in this annual report relates to Adler Group S.A. and all subsidiaries included in the consolidated financial statements as well as all other holdings held by group companies. The report is prepared using the systematics of the Global Reporting Initiative (GRI) and covers the information required under the CSR Directive Implementation Act on material environmental, employee and social issues, respect for human rights and the fight against corruption and bribery. Adler Group is committed to creating transparency for its stakeholders and reports on all sustainability-relevant aspects of both business activities and corporate environment. As such, it also complies with article 1730-1 of the Luxembourg law of 10 August 1915 on commercial companies which provides that consolidated management report should contain a non-financial statement containing information to the extent necessary for an understanding of the group's development, performance, position and impact of its activity, relating to, as a minimum, environmental, social and employee matters, respect for human rights, anticorruption and bribery matters, including: a brief description of the group's business model; description of the policies pursued by the group in relation to those matters, including due diligence processes implemented; the outcome of those policies; the principal risks related to those matters linked to the group's operations including, where relevant and proportionate, its business relationships, products or services which are likely to cause adverse impacts in those areas, and how the group manages those risks; non-financial key performance indicators relevant to the particular business. Likewise it complies with article 68bis and 68ter of the Luxembourg law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings which provides that the corporate governance report shall contain inter alia the corporate governance code (or relevant information about the corporate governance), a description of the main features of the Company's internal control and risk management, a description of the diversity policy. As Adler Group mainly operates in Germany, this report additionally complies with the requirements for non-financial statements as set out in Section 315b and c in conjunction with Sections 289 b to e German Commercial Code (HGB) as well as Regulation (EU) 2020/852 of the European Parliament. Adler Group manages its operating business based on financial ratios and performance indicators. Non-financial performance indicators are not material to the business activities (Section 289c (3) no. 5 German Commercial Code (HGB)). As a result, there is no direct connection between the amounts reported in the consolidated financial statements pursuant to Section 289c (3) no. 6 German Commercial Code (HGB) and the five non-financial aspects pursuant to Section 289c (2) nos. 1 to 5 German Commercial Code (HGB). The significance of sustainability for Adler Group Relevance for stakeholders high Fraud prevention Service quality tenant satisfaction Neighbourhood development Certification of buildings Diversity Saving energy/reducing CO2 emission Employee rights/satisfaction Respect for human rights Data protection Anti-corruption/conflict of interest Reduce waste/water consumption Talent mgmt/professional development Health and safety Risk management Environmental protection in operations Biodiversity Supplier management medium high Relevance for Adler Group Environmental Social (tenants) Social (employees) Corporate Governance EU Taxonomy The EU taxonomy (Regulation EU 2020/852) is the classification scheme of the European Union established to clarify which of a company’s economic activities can be regarded as environmentally sustainable. It is an essential component of the EU Commission action plan on financing sustainable growth that aims to reorient capital flows towards sustainable investment. The Regulation entered into force in July 2020 and is to help change the economic and financial system in such a way that the EU can achieve climate-neutrality by 2050. In the scope of the taxonomy, the EU formulated and defined six climate objectives: 1. Climate change mitigation 2. Climate change adaptation 3. Sustainable use and protection of water and marine resources 4. Transition to a circular economy 5. Pollution prevention and control 6. Protection and restoration of biodiversity and ecosystems These objectives play a crucial role in assessing the sustainability of economic activities. According to the requirements of the EU taxonomy, an economic activity qualifies as sustainable (taxonomy-aligned) where that economic activity • contributes substantially to one or more of the six environmental objectives; • does not significantly harm any of the environmental objectives (“do no significant harm” – DNSH); • is carried out in compliance with the minimum safeguards. Sustainable measures are thus defined as measures that contribute substantially to at least one of the environmental objectives without doing any significant harm to any of the other environmental objectives and without violating the requirements regarding minimum safeguards. Reporting obligation for companies According to the Taxonomy Regulation in conjunction with the Non-Financial Reporting Directive (NFRD), the Adler Group, being a capital market oriented large company with more than 500 employees, is obliged since financial year 2021 to include taxonomy-related information in its non-financial reporting. In addition to disclosures regarding taxonomy-eligibility, reporting must also include disclosures regarding taxonomy-alignment with regard to the first two environmental objectives of the EU from 2022 onwards. The obligation to publish disclosures on taxonomy-eligibility under the EU taxonomy is new, which is why there is a certain degree of uncertainty concerning the interpretation of individual provisions or recommendations. Adler Group used reasonable discretion when interpreting such provisions or recommendations. Although all parties involved aim to establish a binding reporting standard, this can probably only be achieved over time by applying best practice solutions, which is why future reports may be subject to adjustments. For its 2022 reporting, Adler Group used the EU taxonomy technical screening criteria as per the EU Taxonomy Regulation as well as the FAQs issued by the EU Commission, especially those published in February and December 2022. Companies are to apply certain technical screening criteria that are defined in the taxonomy to assess whether an economic activity can contribute substantially to reaching environmental objectives. At the time when data for this report were compiled, these criteria had only been defined for the first two environmental objectives, i.e., climate change mitigation and climate change adaptation. They are laid down in Annex I and II to the climate delegated act. Going forward, reporting is to be expanded to include the environmental objectives 3 to 6. Eligible economic activities under the EU Taxonomy Regulation Adler Group carried out an analysis in financial year 2021 to assess whether its economic activities are taxonomy-eligible in accordance with Annex I and II to the climate delegated act. The business model of the Adler Group consists mainly of the rental of existing apartments and, to a lesser extent, of project development, i.e., the construction of new neighbourhoods. In principle, the Adler Group’s core business can be allocated to sector 7 ‘Construction and real estate activities’ of the Taxonomy Regulation. In financial year 2022, the Group validated the results of the taxonomy analysis carried out in the previous year. Since the business model of Adler Group did not change materially, the taxonomy-eligible economic activities identified in financial year 2022 are, except for the activities 7.2 ‘Renovation of existing buildings’, essentially the same as in the previous year. With regard to turnover and operating expenditure, Adler Group identified two taxonomy-eligible economic activities: 7.1 ‘Construction of new buildings’ 7.7 ‘Acquisition and ownership of buildings’ (rental of own buildings and apartments) Turnover from the administration of residential properties and facility management of properties no longer owned by the Group is essentially taxonomy non-eligible. In addition to the activities 7.1 and 7.7, we identified the following economic activities as being essentially taxonomy-eligible with regard to capital expenditure: 7.3 ‘Installation, maintenance and repair of renewable energy efficiency equipment’, and 7.5 ‘Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings’. As, however, no significant capital expenditure was incurred for activities 7.3 and 7.5 in financial year 2022, they are not included in this report. It was mentioned in Adler Group’s 2021 EU taxonomy reporting that the economic activities summarised under 4. ‘Energy’ and the economic activities 7.4 ‘Installation, maintenance and repair of charging stations for electric vehicles in buildings’ and 7.6 ‘Installation, maintenance and repair of renewable energy technologies’ of the EU taxonomy could play a role for Adler Group in the future. This did not come to pass in 2022 but the business model of the Adler Group may move towards this direction in the future. However, in the current phase of transition and portfolio adjustments and in view of the present financial challenges, this is hard to predict. In financial year 2022, we initiated a pilot project together with a provider of e-mobility charging stations for economic activities that classify as 7.4. The Adler Group also incorporated the taxonomy requirements into its management and accounting systems in 2022, and initiated a corresponding project that brought together all the relevant departments. Following the analysis that had been carried out by the Group in the previous year to verify whether its material economic activities are taxonomy-eligible, the aim in 2022 was to establish by means of the technical screening criteria laid down in the delegated acts whether the associated turnover, capital expenditure and operating expenditure is taxonomy-aligned. Aligned economic activities under the EU Taxonomy regulation According to the EU taxonomy framework, taxonomy- alignment is assessed in three steps: 1. Determining whether an economic activity contributes substantially to environmental objectives (at Adler Group, the criteria are assessed at the level of the respective asset) 2. Determining whether no significant harm is done to any of the other environmental objectives (“DNSH”) 3. Determining whether the economic activity is carried out in compliance with the minimum safeguards (this is determined at Company level) At Adler Group, the economic activities are generally associated with the first environmental objective (climate change mitigation). Assessment of the substantial contribution In order to contribute to environmental objective 1 in Annex I, i.e., climate change mitigation, an economic activity must meet certain technical screening criteria defined by the taxonomy, which are specified in Annex I to the delegated act for the respective economic activity. These criteria and the results of the analysis are explained below. Economic activity 7.1 ‘Construction of new buildings’ Turnover in connection with project development (activity 7.1 ‘Construction of new buildings’) is usually recognised over time pursuant to IFRS 15. In order to assess whether the construction of new buildings is taxonomy-aligned, it is deemed expedient to apply the criteria for taxonomy-alignment even before the construction is completed. Here, we took account of contractual obligations as well as information derived from the technical planning documentation. Turnover associated with the economic activity 7.1 ‘Construction of new buildings’ contributes substantially to the climate change mitigation objective if the building in question has a primary energy demand that is at least 10% lower than the threshold set for the nearly zero-energy building (NZEB) requirements in national legislation. This is defined differently depending on the member state, and in Germany – the only country where Adler Group is active – is defined in the Buildings Energy Act (GEG). Buildings larger than 5,000 m2 must undergo testing for air-tightness and thermal integrity, and the life-cycle global warming potential must be calculated for each stage in the life cycle. The majority of new buildings that generate turnover do not meet the threshold for the primary energy demand in order to qualify as contributing substantially to climate change mitigation. The turnover from new buildings that do contribute substantially to climate change mitigation was then assessed with regard to the DNSH criterion. Economic activity 7.7 ‘Acquisition and ownership of buildings’ Turnover from the rental of existing buildings (activity 7.7 ‘Acquisition and ownership of buildings’) contributes substantially to climate change mitigation if, for buildings built before 31 December 2020, the building has either at least an energy performance certificate (EPC) class A or the building is within the top 15% of the national or regional building stock expressed as operational primary energy demand. For buildings built after 31 December 2020, the building must meet the same criteria as new buildings (activity 7.1) to qualify as contributing substantially to climate change mitigation. According to the FAQs published by the EU Commission in December 2022, publicly available technical studies may be used to determine whether a building is within the top 15%. Adler Group used a study by Drees & Sommer(1), according to which multi-family homes that have obtained an energy performance certificate (EPC) up to class A are deemed to be among the top 15% of the regional building stock. If no energy performance certificate is available for a residential building, the primary energy demand (less than 74 kWh per m2) or energy consumption (less than 70 kWh per m2) may be used to prove that it is among the top 15%. Commercial properties are deemed to be among the top 15% if they meet at least the requirements under the German Energy Conservation Ordinance (EnEV 2009). An analysis of the Adler Group’s existing portfolio revealed that only a few buildings meet the required threshold for primary energy demand. Only buildings that have an energy performance certificate were considered in this analysis. In order to determine the taxonomy-aligned operating expenditure for upkeep, repairs and ongoing maintenance, the Group applied the criteria for economic activity 7.7 as this expenditure refers only to the rental of yielding assets. Determining whether significant harm is done to one or several other environmental objectives (DNSH) All the buildings that were proven to contribute substantially to climate change mitigation in the first step, had to undergo an analysis to determine whether they meet the DNSH criteria defined for the individual economic activities in a second step. Adler Group used reasonable discretion when interpreting individual provisions or recommendations. This analysis revealed the following: • Environmental objective 2 – Climate change adaptation Economic activities 7.1 and 7.7 In order to determine whether this environmental objective is harmed, the Group carried out a climate risk analysis in accordance with the requirements in Appendix A to the climate delegated act of the EU Taxonomy Regulation. In doing so, it was assumed that climate risks can endanger the performance during the expected economic lifetime of an asset, especially considering that the economic life of real estate usually exceeds ten years. Therefore, the climate risk analysis is based on climate scenarios until 2050 that assume the worst case scenario 8.5 and the latest projections by the Intergovernmental Panel on Climate Change (IPCC). The analysis only covers the locations of buildings that meet the criterion of making a substantial contribution. It revealed potential risks resulting primarily from adverse weather incidents and, in individual cases, from storms, flooding, drought or water scarcity. Although none of these risks were classified as material, further adjustments were made to the forward-looking planning beyond potentially adjusting insurance premiums for damage or loss resulting from storm, heavy rain, hailstorms, etc. Depending on the property, this involves structural measures such as unsealing courtyard areas, creating tenant gardens, planting heat- and drought-tolerant trees and plants or, if renovation measures on roofs are pending, a possible green roof. At all locations, it is also a matter of sensitising the caretakers or property managers to the early detection of hazards from dead trees or loose roof coverings and façade cladding. • Environmental objective 3 – Sustainable use and protection of water and marine resources Economic activity 7.1 The delegated climate act specifies technical screening criteria with regard to the sustainable use and protection of water and marine resources associated with economic activity 7.1. The water use of all water appliances was reviewed for each new building project on the basis of their technical specifications. • Environmental objective 4 – Transition to a circular economy Economic activity 7.1 The criteria for this environmental objective refer mainly to the life cycle of products, long economic lives, reusability of materials, etc. When constructing new buildings, the Adler Group meets the requirements under the transition to a circular economy objective by properly disposing of the construction and demolition waste generated on the construction site and by ensuring that buildings can be disassembled. Evidence within this meaning is provided in the form of contractual documents and certificates of disposal. By complying with national legislation, the Group was also able to demonstrate that the non-hazardous waste was reused. This review was carried out at the level of individual projects or buildings. • Environmental objective 5 – Pollution prevention and control Economic activity 7.1 In connection with the construction of new buildings, the Group carried out a review on how to avoid hazardous substances, to guarantee the use of environmentally-friendly materials (where possible with the corresponding label), to adhere to the examination of the soil quality of the location (e.g., by means of ISO Standard 18400) and to take measures to reduce noise, dust and pollutant emissions during construction or maintenance works. Many of the technical screening criteria defined by the EU in this context are similar to the requirements under German legislation applicable to new buildings that must be observed and documented upon acceptance. The Adler Group carried out an initial screening of processes and the underlying contracts in order to potentially exclude the use of any other hazardous substances defined in Art. 57 of the REACH Regulation. • Environmental objective 6 – Protection and restoration of biodiversity and ecosystems Economic activity 7.1 Appendix D requires a screening in accordance with Directive 2011/92/EU. The Adler Group’s project developments are usually located in urban areas that already served residential or industrial purposes in the past. Whenever the Adler Group carries out greenfield project development, all the regulations to protect areas of recognised high biodiversity value and land that serves as habitat of endangered species (flora and fauna) are observed and documented. Otherwise, no building permit would be granted. These aspects have also been taken into account and reviewed with regard to new buildings that generate turnover and contribute substantially to climate change mitigation. The analysis showed that no property fully meets the DNSH criteria related to the economic activity "7.1 New construction". This is due in particular to the DNSH criteria for environmental objective 5 "Pollution prevention and control". Verification of compliance with minimum safeguards The last step in determining whether economic activities are taxonomy-aligned is to verify that the minimum safeguards are complied with. The due diligence in this respect refers not only to the Group’s own economic activities, but also extends to the activities within the value chain. According to the EU taxonomy, this includes, for instance, alignment with the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights including the principles and rights set out in the eight fundamental conventions identified in the Declaration of the International Labour Organisation on Fundamental Principles and Rights at Work and the International Bill of Human Rights. The scope of the minimum safeguards covers the following four topics: • Human rights (including labour and consumer rights) • Corruption and bribery • Taxes • Fair competition In order to transparently and unmistakably communicate its stance on these issues, the Adler Group is a signatory of the United Nations Global Compact, the Diversity Charta and undertook to comply with the associated requirements by setting up written guidelines, for example on compliance with human rights, freedom of assembly, non-discrimination and diversity, against corruption and giving or accepting undue advantages, data protection, equal pay of men and women and on political and social commitment. The individual measures are explained in the sections on Corporate Governance/Compliance and Employees. Moreover, the Adler Group ensures compliance with the minimum safeguards by means of Group policies, documentation, established processes and new processes that are being implemented at the moment. Human rights The Adler Group is committed to the principles of the OECD Guidelines for Multinational Enterprises, including the OECD Due Diligence Guidance for Responsible Business Conduct. The Group has stipulated policies and set up processes to identify, prevent and, if required, mitigate and resolve actual and potential negative effects on labour law-related matters. The policies aimed at preventing negative effects on employees or labour-law related matters are publicly accessible on the website. The processes ensure that, in case of any acute human rights violation, immediate measures can be taken and the affected persons can be indemnified. The effectiveness of these processes is regularly reviewed in internal audits. Additionally, human rights aspects are incorporated into our supplier contracts. Corruption and bribery The Adler Group has introduced regular risk assessments to prevent and combat corrupt practices. In addition to the risk of corruption, these assessments also cover compliance risks. The control mechanisms to prevent corruption and bribery within our own business and within the value chain are rooted in regular risk assessments carried out by the respective risk owner (usually the head of the business unit or department to which the risks were allocated). Anti-corruption measures are laid down in a written policy and form an integral part of the Adler Group’s Code of Conduct. Regular training on anti-corruption measures, conflicts of interest, gifts and invitations with proof of participation are mandatory for all employees. In 2022, the Adler Group was accused by external parties of having violated fundamental principles of corporate governance. A subsequent forensic report commissioned by the Adler Group failed to find any evidence to support these accusations. Taxes In order to comply with all the relevant tax laws and provisions, the Adler Group has started to introduce a tax compliance management system that is used to compile the relevant reports every quarter together with the Group’s general risk management report. The Group is further planning to introduce quarterly tax training and follow-up training courses for accountants as well as annual tax training courses for operational staff (e.g., transactions, rental department, etc.). Fair competition The Adler Group carries out its activities in compliance with all applicable laws and provisions on fair competition and observes the antitrust laws of all the jurisdictions in which its business could have negative effects on fair trade. The Group raises employee awareness regarding the significance of complying with fair competition laws and provisions, and provides its executives with the relevant training courses. Taxonomy-aligned turnover, capital and operating expenditure was only identified for economic activity 7.7. Only the substantial contribution criterion and the DNSH criterion for environmental objective 2 (climate change adaptation) need to be met by the economic activity 7.7 as no further DNSH criteria exist for this activity. Although most of the technical screening criteria could be evidenced for economic activity 7.1, the Group is not taxonomy-aligned in this respect, as not all of the DNSH criteria could be met. Basis for determining the taxonomy key performance indicators The determination of the KPIs and the reporting on taxonomy-eligible and taxonomy-aligned turnover, capital expenditure and operating expenditure of the Adler Group is carried out in accordance with the definition of the respective KPIs in Annex I to the delegated act under Article 8 on the content, presentation and methodology of the information to be disclosed. The turnover, capital expenditure and operating expenditure KPIs that are reported pursuant to the provisions in the EU Taxonomy Regulation are based on the figures in the consolidated financial statements prepared by the Adler Group in accordance with the principles of the International Financial Reporting Standards (IFRSs). Turnover The share of taxonomy-aligned economic activities in the Adler Group’s total turnover was calculated as the share of net revenue generated with services associated with taxonomy-aligned economic activities (numerator) divided by net revenue (denominator), each figure for the financial year from 1 January 2022 to 31 December 2022. The numerator of the turnover KPI is defined as net revenue generated with services associated with taxonomy-aligned economic activities. At the Adler Group, this refers to 7.7 ‘Acquisition and ownership of buildings’, i.e., primarily net rental income and recharged utilities costs. The figures stated herein are based on the revenue of the Adler Group as recognised in the consolidated statement of profit or loss and explained in the notes to the consolidated financial statements. Capital expenditure The total capital expenditure of the Adler Group within the meaning of the EU taxonomy (denominator) is defined as the additions (including additions from business combinations) to property, plant and equipment (IAS 16), intangible assets (IAS 38), right-of-use assets (IFRS 16) and investment property (IAS 40) before depreciation, amortisation and revaluations, including expenditure resulting from revaluations and impairment and excluding changes in the fair value. The total capital expenditure used for the calculations is the figure reported in the 2022 consolidated financial statements of the Adler Group. The respective additions were used to determine the denominator. Whether capital expenditure classifies as taxonomy-eligible thus depends on the underlying turnover-generating economic activity (7.7). Usually the analysis is conducted at the level of individual buildings due to the technical screening criteria that apply to this economic activity. Capital expenditure not associated with taxonomy-aligned, turnover-generating economic activities was screened to establish whether individual measures can be introduced to reduce the carbon and greenhouse gas emissions of the target activities. A strict allocation process rules out double counting. All the taxonomy-aligned capital expenditure refers to additions to investment properties. Operating expenditure Operating expenditure as defined by the EU taxonomy comprises direct, non-capitalised costs relating to research and development, building renovation measures, short-term leases, maintenance and repair, and all other direct expenses. They are necessary to ensure functionality and are related to the day-to-day maintenance of property, plant and equipment. As all the Adler Group’s operating expenditure, consisting mainly of upkeep, repairs and ongoing maintenance, relates exclusively to the core business, i.e., rental of yielding assets and project development, and is more or less equally distributed among the individual buildings, a key based on the taxonomy-eligibility of the turnover was used for the calculations. The Adler Group has no capital or operating expenditure plans, which is why no such plans were considered in the reporting. Taxonomy-aligned operating expenditure refers mainly to upkeep, repairs and ongoing maintenance of existing buildings. Compared to the 2021 reporting year, capital and operating expenditure changed for various reasons. Firstly, the disposal of large portions of the portfolio meant that the measures originally planned for the properties in these portfolios have become obsolete. Furthermore, given the change in financing conditions, the Adler Group was forced to temporarily suspend most of its project developments. This also had a massive impact on planned capital expenditure. Since securing liquidity became more of a priority in the course of the Adler Group’s radical change, the investment scheme to exchange old heating systems for new and more efficient systems was hindered and only heating systems that could no longer be operated were replaced. Therefore, both capital and operating expenditure were lower in 2022 than in the previous year. The planned investments in the energy refurbishment of existing apartments was put on the back burner for the time being. This has consequences for the forward-looking planning. In the 2021 Sustainability Report, the Adler Group had presented a plan to halve carbon emissions emanating from the property portfolio by 2030 (base year 2020). These plans had earmarked capital expenditure totalling EUR 275 million until 2030, i.e., nearly EUR 30 million per year. For the aforementioned reasons, this plan is no longer realistic. Since, however, the Adler Group adheres to its objective of halving carbon emissions by 2030, the Group will devise and evaluate a new plan on the basis of the remaining portfolio. The templates in Annex II of the delegated act under Article 8 are used to disclose the taxonomy KPIs (turnover, capital expenditure and operating expenditure). The following tables show the share of Adler Group’s economic activities that are subject to the EU taxonomy with regard to the environmental objectives climate change mitigation (Annex I) and climate change adaptation (Annex II) as well as the share of activities that qualify as being taxonomy-aligned. As the Adler Group’s business activities have no connection with nuclear power or gas within the meaning of the supplementary delegated act, the templates designated specifically for nuclear power and gas were not applied. Proportion of turnover derived from goods or services associated with taxonomy-aligned economic activities – disclosure for year 2022 Criteria for substantial contribution to DNSH criteria (“do no significant harm”) Economic activities 1) Code(s) Absolute turnover Currency Proportion of turnover % Climate change mitigation % Climate change adaptation % Water and marine resources % Circular economy % Pollution % Biodiversity and ecosystems % Climate change mitigation Y/N Climate change adaptation Y/N Water and marine resources Y/N Circular economy Y/N Pollution Y/N Biodiversity and ecosystems Y/N Minimum safeguards Y/N Taxonomy-aligned proportion of turnover, year N % Taxonomy-aligned proportion of turnover, year N-1 % Category (enabling activities) E Category “(Transitional activities) T A. Taxonomy-eligible activities A.1. Environmentally sustainable activities (taxonomy-aligned) 7.7 Acquisition and ownership of buildings 68.2 7,929,422 1.08 100 0 Y Y 1.08 Turnover of environmentally sustainable activities (taxonomy-aligned) (A.1) 7,929,422 1.08 100 0 1.08 A.2 Taxonomy-eligible but not environmentally sustainable activities (taxonomy non-aligned activities 7.1 Construction of new buildings 41.2 346,620,345 47.19 7.7 Acquisition and ownership of buildings 68.2 336,936,590 45.87 Turnover of taxonomy- eligible but not environmentally sustainable activities (taxonomy non-aligned activities ) (A.2) 683,556,935 93.07 Total (A.1 + A.2) 691,486,357 94.15 1.08 A. Taxonomy non- eligible activities Turnover of taxonomy non-eligible activities (B) 42,985,729 5.85 Total (A+B) 734,472,086 100 Proportion of CapEx derived from goods or services associated with taxonomy-aligned economic activities – disclosure for year 2022 Criteria for substantial contribution to DNSH criteria (“do no significant harm”) Economic activities 1) Code(s) Absolute CapEx Currency Proportion of CapEx % Climate change mitigation % Climate change adaptation % Water and marine resources % Circular economy % Pollution % Biodiversity and ecosystems % Climate change mitigation Y/N Climate change adaptation Y/N Water and marine resources Y/N Circular economy Y/N Pollution Y/N Biodiversity and ecosystems Y/N Minimum safeguards Y/N TTaxonomy-aligned proportion of CapEx, year N % Taxonomy-aligned proportion of CapEx, year N-1 % Category (enabling activities) E Category Transitional activities T A. Taxonomy-eligible activities A.1. Environmentally sustainable activities (taxonomy-aligned) 7.7 Acquisition and ownership of buildings 68.2 56,850 0.04 100 0 Y Y 0.03 CapEx for environmentally sustainable activities (taxonomy-aligned) (A.1) 56,850 0.04 100 0 0.03 A.2 Taxonomy-eligible but not environmentally sustainable activities (taxonomy non-aligned activities) 7.1 Construction of new buildings 41.2 74,775,927 44.25 7.7 Acquisition and ownership of buildings 68.2 92,001,146 54.44 CapEx for taxonomy-eligible but not environ mentally sustainable activities (taxonomy non-aligned activities) (A.2) 166,777,073 98.69 Total (A.1 + A.2) 166,833,923 98.72 0,03 A. Taxonomy non-eligible activities Turnover of taxonomy non-eligible activities (B) 2,154,738 1.28 Total (A+B) 168,988,661 100 Proportion of OpEx derived from goods or services associated with taxonomy-aligned economic activities – disclosure for year 2022 Criteria for substantial contribution to DNSH criteria (“do no significant harm”) Economic activities 1) Code(s) Absolute OpEx Currency Proportion of OpEx % Climate change mitigation % Climate change adaptation % Water and marine resources % Circular economy % Pollution % Biodiversity and ecosystems % Climate change mitigation Y/N Climate change adaptation Y/N Water and marine resources Y/N Circular economy Y/N Pollution Y/N Biodiversity and ecosystems Y/N Minimum safeguards Y/N Taxonomy-aligned proportion of OpEx, year N % Taxonomy -aligned proportion of OpEx, year N-1 % Category (enabling activities) E Category Transitional activities T A. Taxonomy-eligible activities A.1. Environmentally sustainable activities (taxonomy-aligned) 7.7 Acquisition and ownership of buildings 68.2 623,156 2.30 100 0 Y Y 2.30 OpEx for environmentally sustainable activities (taxonomy-aligned) (A.1) 623,156 2.30 100 0 2.30 A.2 Taxonomy-eligible but not environmentally sustainable activities (taxonomy non-aligned activities) 7.7 Acquisition and ownership of buildings 68.2 26,479,113 97.70 OpEx for taxonomy-eligible but not environmentally sustainable activities (taxonomy non-aligned activities) (A.2) 26,479,113 97.70 Total (A.1 + A.2) 27,102,269 100 2.30 A. Taxonomy non-eligible activities Turnover of taxonomy non-eligible activities (B) Total (A+B) 27,102,269 100 (1) Drees & Sommer, press release “vdp and Drees & Sommer unveil benchmarking tool for top 15% criterion for buildings”, 4 April 2022. Corporate Governance Report Principles of Corporate Governance The Adler Group takes special care to ensure that corporate governance is based on law and order, but also adheres to the principles of the 'reputable business man' – these guide day-to-day activities at the Adler Group. This also requires the continuous modification of business structures – organisation, reporting lines, management processes – in line with the changing size of Adler Group in order to satisfy the requirements of good corporate governance. The Adler Group places great emphasis on 'compliant' conduct. Long-term success should not be jeopardised by the prospect of attractive but only short-term profit. To this end, the management of the Company has defined suitable principles and corresponding rules on the basis of its corporate objectives to ensure that the Adler Group's legal representatives and employees, as well as any third parties, comply with the rules. This is intended to prevent serious breaches of the applicable laws and voluntary commitments. Ensuring that the entire workforce acts in accordance with the statutory regulations and the Adler Group individual standards – compliance – prevents financial and reputation risks. The Adler Group's compliance culture therefore provides the foundation for compliance management. A number of key aspects define this culture. One of these is the conduct of the Company’s management in relation to compliance matters – the 'tone from the top'. Furthermore, the integrity and responsible conduct of managers at all management levels also plays a role, as the only compliance culture that exists at the Company is the one perpetuated by management. The Adler Group has successfully implemented this to date. General The Company's corporate governance practices are governed by Luxembourg Law (particularly the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Luxembourg Companies Law ”) and the Company's articles of association (the “Company Articles” )). As a Luxembourg company with its shares admitted to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange, the Company is not subject to any specific mandatory corporate governance rules. The corporate governance practices applied by the Company are those applied under general Luxembourg law. The governing bodies of the Company are the board of directors (the “Board” , and each member of the Board individually, a “Director” ) and the general meeting of the shareholders (the “General Meeting” ). The powers of these governing bodies are defined in the Luxembourg Companies Law and the Company Articles. The Company's Board together with the senior management (the "Senior Management" ) (which is currently composed of a chief executive officer (the “CEO” ) who has also been appointed as daily manager of the Company (the “Daily Manager” ), as well as the chief financial officer (the “CFO” ) and the chief legal officer (the “CLO” )) manage the Company in accordance with the provisions of Luxembourg law. The Board's duties, responsibilities and business procedures are laid down in specific rules of procedure, the latest version of which has been approved by the Board on 28 August 2024. Board As at 31 December 2022, the Board was composed of four Directors. As a general rule, the Directors are elected by the General Meeting. However, in the event of a vacancy in the office of a Director, the remaining members of the Board may fill such vacancy and appoint a successor to act until the next General Meeting which shall resolve on the permanent appointment in compliance with the applicable legal provisions. As at 31 December 2022, three out of four Directors were independent directors. The only non-independent Director is appointed as a Daily Manager and is the CEO of the Company. The Board develops the strategic direction of the Company together with the Senior Management and ensures its implementation. The Board is vested with the broadest powers to take any actions necessary or useful to fulfil the corporate objects of the Company save for actions reserved by law to the General Meeting. Changes at Board level During the year 2022 there were changes at Board level. Dr. Michael Bütter resigned as a Director (and as member and Chairman of the Audit Committee of the Company) with effect as of 31 January 2022 and Prof. Dr. A. Stefan Kirsten joined the Board of Directors as a new member and the Chairman of the Board with effect as of 16 February 2022. On 30 April 2022, all the members of the Board who held a mandate in 2021 offered their resignation. To support the continuity of the Company, the resignations of Mr Thilo Schmid, Mr Thomas Zinnöcker as well as of CEO, Mr Thierry Beaudemoulin, only took effect as of the date of the annual General Meeting of the Company on 29 June 2022 whereas the other resignations took immediate effect. At the annual General Meeting of 2022, Mr Thilo Schmid, Mr Thomas Zinnöcker and Mr Thierry Beaudemoulin were re-elected as Directors. The re-appointment of Prof. Dr. A. Stefan Kirsten as a Director and the Chairman of the Board was also approved. Since the end of the financial year 2022 there have been changes at Board level. The Board now consists of the Chairman of the Board, Mr Stefan Brendgen, the CEO and Daily Manager, Mr Thierry Beaudemoulin, the CFO, Mr Thomas Echelmeyer, Mr Matthias Moser and Mr Thilo Schmid. Composition of the Board as at 31 December 2022: Prof. Dr. A. Stefan Kirsten Independent Director Mr Thierry Beaudemoulin Director Mr Thilo Schmid Independent Director Mr Thomas Zinnöcker Independent Director Prof. Dr. A. Stefan Kirsten Chairman of the Board of Directors Prof. Dr. A. Stefan Kirsten is a German manager who studied business in Germany and the USA. He holds a doctorate degree in economics and is teaching at various German universities. From 1986 to 2000 he held positions in auditing and at corporate level with Arthur Andersen, Rheinmetall, WMF and EMI Music. In 2000, he became the group chief financial officer of Metro AG, in 2002, the Group CFO at ThyssenKrupp AG. From 2007 to 2010, he was chief financial officer and later chief executive officer of Majid al Futtaim Group in Dubai. In 2011, he joined Deutsche Annington as chief financial officer and helped to refinance the company, go public and grow into Vonovia SE. After stepping down from Vonovia SE in 2018, he concentrated on non-executive directorships, i.e., Jeronimo Martins SGPS SA, Footprint International Inc. or Planted AG. He is also an active investor as well as co-founder and chief financial officer of Monarch, a start-up in security-related consulting. Mr Thierry Beaudemoulin Mr Thierry Beaudemoulin graduated from the Institut d´Etudes Politiques de Paris, France in 1993 and obtained a master’s degree in real estate and urban planning from the same institution in 1995. From 1996 to 1998, Mr Beaudemoulin was special advisor to the chief executive officer of Batigère. Between 1998 and 2000, he was head of property management at Foncia and held positions as asset manager and managing director France at ING REIM (Europe) between 2000 and 2004. From 2004 to 2006, Mr Beaudemoulin was managing director for the Paris region at Batigère. Between 2006 and October 2019 he was chief executive officer at Covivio Germany and member of the executive board at Covivio. Mr Thilo Schmid Mr Thilo Schmid held several positions in the software industry including at KHK-Software, in Frankfurt and Basel and was chief technology officer at Aparis Software GmbH. After working as a real estate project controller at the Tivona Group, Basel, he joined Wecken & Cie., a Swiss family office, as an investment manager in 2008, where he is responsible for venture capital and real estate investments. Mr Schmid has been a member of the board of directors of Adler Group S.A. since October 2020. Other current directorships include ADLER Real Estate Aktiengesellschaft (Deputy Chairman of the Supervisory Board), DTH S.à r.l. (member of the board of managers), Cynora GmbH (member of the advisory board) and Yeditepe Marina Yatirim Turizm Insaat A.S. (member of the board of directors). Mr Thomas Zinnöcker Mr Thomas Zinnöcker studied business administration and earned the degree of a Diplom-Kaufmann at the University of Cologne in 1985. He held various managing positions at Krantz TKT GmbH, Deutsche Telekom Immobilien und Service GmbH, GSW Immobilien AG, Gagfah S.A., Vonovia SE and ista International GmbH. From 2014 to 2020, he was chairman of the board of the Institute for Corporate Governance in the German Real Estate Industry. From 2006 to 2021, Mr Zinnöcker was a member of the board of the ZIA German Property Federation (Immobilienverband ZIA) and since 2013, Mr Zinnöcker has been a member of the board of trustees of Familienstiftung Becker & Kries and chairman of the board as of 2019. Mr Zinnöcker has been a member of the board of directors of Adler Group S.A. since October 2020. Committees established by the Board The Board's work takes place through plenary sessions and committees, which exercise their activities under the responsibility of the Board. During the financial year 2022, the Company had four committees: • the Audit Committee, • the Nomination and Compensation Committee, • the Investment and Financing Committee, and • the Ad hoc Committee. The Committees are expressly governed by the Committees' rules of procedure, the last version of which was adopted by the Board on 28 August 2024 (the “Committees' Rules of Procedure”). In accordance with these rules, the Committees convene whenever required by the Company’s affairs. Audit Committee – The purpose of the Audit Committee is (i) to assist the Board in fulfilling its oversight responsibilities relating to the integrity of the financial statements and the adequacy of internal control systems over financial reporting; (ii) to monitor the effectiveness of the Company’s internal quality control and risk management systems; and (iii) to make recommendations for the appointment, compensation, retention and oversight of the external auditors as well as to consider their independence. The Audit Committee is further responsible for evaluating whether any transaction between the Company and a related party is a material transaction which would require approval of the Board and publication, except transactions entered into between the Company and its subsidiaries provided: (i) that they are wholly owned; or (ii) if not wholly owned, that no other related party of the Company has any interest in that subsidiary). The Audit Committee also performs other duties imposed by applicable laws and regulations of the regulated market or markets on which the Company’s shares are listed, as well as any other duties entrusted to it. The Audit Committee reports periodically to the Board on its activities. For the avoidance of doubt, the Audit Committee has an internal function only. No other than mentioned above decision-making powers or powers of representation were delegated to the Audit Committee. The Chairman of the Audit Committee must be independent from the Company. The Committees' Rules of Procedure do not provide for a fixed membership term. Audit Committee as at 31 December 2022: Mr Thilo Schmid Chairman Prof. Dr. A. Stefan Kirsten Mr Thomas Zinnöcker Note: The Audit Committee currently comprises of three Board members, Mr Thilo Schmid (Chairman), Mr Matthias Moser and Mr Stefan Brendgen Nomination and Compensation Committee – The purpose of the Nomination and Compensation Committee is to review the remuneration policy, make proposals as to the remuneration of the Senior Management, and advise on any benefit or incentive schemes. It further assists the Board with respect to matters relating to the nomination of candidates for the Board and the Committees. The Nomination and Compensation Committee decides on the qualification of potential candidates and recommends candidates to the Board for election as Directors by the General Meeting, as required. The Nomination and Compensation Committee shall furthermore assist with the preparation of any remuneration report of the Company, to the extent such a report is legally required. For the avoidance of doubt, the Nomination and Compensation Committee has an internal function only. No decision-making powers or powers of representation have been delegated to the Nomination and Compensation Committee. The Committees' Rules of Procedure do not provide for a fixed membership term. Nomination and Compensation Committee as at 31 December 2022: Prof. Dr. A. Stefan Kirsten Chairman Mr Thilo Schmid Mr Thomas Zinnöcker Note: The Nomination and Compensation Committee currently comprises of three Board members, Mr Stefan Brendgen (Chairman), Mr Matthias Moser and Mr Thilo Schmid. Investment and Financing Committee – During the financial year 2022, the purpose of the Investment and Financing Committee was to consider potential investments by the Company, including analysing and reviewing the details of investments and the purchase or sale of land, or rights equivalent to title rights in real estate and the general guidelines and policies for implementing the financial strategy, including the management of foreign exchange, interest rate, liquidity and other financial risks and the management of credit risk. The Investment and Financing Committee should also consider any encumbrance over any assets and shall assist with the arranging and the raising of external financing by any member of the Group and with the granting of securities, guarantees and indemnities. The Board had delegated certain limited decision-making powers to the Investment and Financing Committee. Note: the Investment and Financing Committee was dissolved on 25 June 2024. Investment and Financing Committee as at 31 December 2022: Mr Thomas Zinnöcker Chairman Prof. Dr. A. Stefan Kirsten Mr Thilo Schmid Ad Hoc Committee – The purpose of the Ad Hoc Committee is to resolve on the disclosure of information by the Company to meet its obligations under the Market Abuse Regulation. The Ad Hoc Committee shall, sometimes at short notice, review, identify and resolve if information is to be considered inside information and if it should be subject to disclosure or whether the prerequisites for a delay in the disclosure of such inside information are applicable. It is a key requirement of the Ad Hoc Committee that its members be available at short notice. Decision-making powers and power of representation in respect of the disclosure of information by the Company to meet its obligations under the Market Abuse Regulation have been delegated by the Board to the Ad Hoc Committee. The Committees' Rules of Procedure do not provide for a fixed membership term. Ad Hoc Committee as at 31 December 2022: Mr Thierry Beaudemoulin Chairman Mr Sven-Christian Frank CLO Mr Florian Sitta General Counsel Note: The Ad Hoc Committee currently consists of Mr Thierry Beaudemoulin, Mr Thomas Echelmeyer and Mr.Sven-Christian Frank. Former temporary committee The Steering Committee The steering committee was a temporary committee, whose purpose was to support the special audit of the Company conducted by KPMG. Following the close of the KPMG special audit, the steering committee was dissolved with effect as of 22 April 2022. The performance of the Board of Directors The Company is not legally obliged to comply with a German Corporate Governance Code, but the activities of the Board comply with in key – but not all – respects (see table below). The members of the Board all have the professional skills and qualifications to properly and expertly perform their respective function. With the exception of the CEO, all members of the Board are considered independent. Unlike the German two-tier supervisory board/management board structure, Adler Group S.A. consists of an one-tiered Board structure. Accordingly, any reference to a supervisory board below, insofar as it refers to Adler Group S.A., should be understood as a reference to the Board of Adler Group S.A. Similarly, Adler Group S.A. does not have a management board but a Senior Management, consisting of the CEO (who has been appointed as a Daily Manager (délégué à la gestion journalière) under Luxembourg law), the CFO and CLO/CCO. Accordingly, any reference below to a management board, insofar as it relates to Adler Group S.A., should be understood as a reference to the Senior Management of Adler Group S.A. Assessment cCriteria In accordanceAccordance with the German Corporate Governance Code Ability, diversity and organisation Overall, the members of the Supervisory Board have the knowledge, skills and professional experience required to properly perform their duties. The statutory gender quota is complied with (≥ 30%). The Supervisory Board specifies concrete objectives for its composition and sets itself a competence profile. An age limit is set for members of the Supervisory Board. The term of Supervisory Board membership shall be disclosed. Diligence Each Supervisory Board member has sufficient time available to perform his or her duties. Members of the Management Board of a listed company shall not hold more than a total of two (GCGC)/five (investors) supervisory board mandates in non-Group listed companies or comparable functions. Independence The Supervisory Board shall include what it considers to be an appropriate number of independent members from the group of shareholder representatives, thereby taking into account the shareholder structure. A Supervisory Board member is considered independent if they are independent from the company and its Management Board, and independent from any controlling shareholder. A Supervisory Board member is considered independent if they have no personal or business relationship with the company that may cause a substantial – and not merely temporary – conflict of interest. A Supervisory Board member is considered independent if they do not act as a representative of a major shareholder. A Supervisory Board member is considered independent if the company for which the member works does not supply goods and services worth more than 10,000 euros to the company for which the Supervisory Board member works.. A Supervisory Board member is considered independent if the company for which the Supervisory Board member works has no material business relationship with Adler Group S.A. (material = more than 1% of revenue). A Supervisory Board member is considered independent if they have not been a member of the Supervisory Board for more than twelve years. The independent proportion of shareholder representatives is > 50%, i.e.,i.e. there is no personal or business relationship with the company that may cause a substantial – and not merely temporary – conflict of interest. Criterion fulfilled Criterion not fulfilled Assessment cCriteria In accordanceAccordance with the German Corporate Governance Code Conflicts of interest The Supervisory Board members are obliged to act in the best interests of the company. In all their decisions, they must neither pursue personal interests nor exploit for themselves business opportunities to which the company is entitled. Each Supervisory Board member shall inform the Chair of the Supervisory Board of any conflicts of interest without undue delay. Each Management Board member shall disclose conflicts of interest to the Chair of the Supervisor Board and to the Chair or Spokesperson of the Management Board without undue delay and shall inform the other members of the Management Board. Management Board members shall only assume sideline activities, especially Supervisory Board mandates outside the company, with the approval of the Supervisory Board. Supervisory Board members shall not be members of governing bodies of, or exercise advisory functions at, significant competitors of the company, and shall not hold any personal relationships with a significant competitor. Committees The Supervisory Board shall establish an Audit Committee that addresses the review of the accounting, the monitoring of the accounting process, the effectiveness of the internal control system, the risk management system, the internal audit system, the audit of the financial statements, and compliance. The Chair of the Audit Committee shall have specific knowledge and experience in applying accounting principles and internal control procedures, shall be familiar with audits, and shall be independent. The Chair of the Supervisory Board shall not chair the Audit Committee. The Chair of the Supervisory Board and the Chair of the Audit Committee shall be independent from the company. The Supervisory Board shall form a Nomination Committee, composed exclusively of shareholder representatives, which names suitable candidates to the Supervisory Board for its proposals to the General Meeting. Criterion fulfilled Criterion not fulfilled The independence of the Board of Directors in 2022 Member In accordance withAccording to German Corporate Governance Code Criteria Mr Thierry Beaudemoulin Senior Management Prof. Dr. Stefan Kirsten Mr Thomas Zinnöcker Mr Thilo Schmid Not Independent Independent Senior Management and Daily Manager The Senior Management of the Company is integral to the management of the Company and its subsidiaries. As at 31 December 2022, the Senior Management of the Company consisted of Mr Thierry Beaudemoulin who is appointed as CEO, as well as Mr Thomas Echelmeyer who is appointed as CFO and Mr Sven-Christian Frank who is appointed as CLO. In accordance with article 8 of the Company Articles and in addition to being part of the Senior Management, Mr Beaudemoulin has been appointed by the Board as daily manager of Adler Group (délégué à la gestion journalière) and is thus responsible for the day-to-day management of the Company (Daily Manager). Mr Thomas Echelmeyer and Mr Frank have not been appointed as Daily Managers but have been granted certain specific delegations by the Board with respect to daily management and the possibility to act as a proxyholder for the Company. Changes in the Senior and Daily Management During the year 2022 there were changes to the composition of the Senior Management. Mr Maximilian Rienecker resigned from his position as co-chief executive officer of the Company and Dr. Bernd Schade resigned from his position as chief development officer of the Company. Composition of the Senior Management as at 31 December 2022: Mr Thierry Beaudemoulin CEO and Daily Manager Mr Thomas Echelmeyer CFO Mr Sven-Christian Frank CLO General Meetings The General Meetings are held at the Company's registered office in Luxembourg or any other place in Luxembourg as may be specified in the respective convening notice of the meeting. The Company shall ensure equal treatment of all shareholders so that they are in the same position with regard to participating in and exercising voting rights at the General Meeting. Any duly constituted General Meeting shall represent all the shareholders of the Company. It shall have the widest powers to order, implement or ratify all acts connected with the Company's operations that are not conferred on the Board. General Meetings (other than the annual General Meeting of the shareholders) may be called as often as the interests of the Company require. The Board is obliged to call a General Meeting of the shareholders when a group of shareholders representing at least one-tenth of the issued and outstanding shares requests the convening of a General Meeting of the shareholders in writing, indicating the agenda of the proposed meeting. In accordance with the Luxembourg Law of 24 May 2011 (the “Luxembourg Shareholder Rights Law”), the convening notice to a General Meeting is to be published at least thirty days before the day of the meeting in the official gazette of Luxembourg (Recueil Electronique des Sociétés et Associations), and a Luxembourg newspaper as well as in media which may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area, and which is accessible rapidly and on a non-discriminatory basis. If a General Meeting of the shareholders is adjourned for lack of quorum, provided that the convening requirements of the Luxembourg Shareholder Rights Law have been complied with and no new item has been added to the agenda, the 30-day period is reduced to a 17-day period. A convening notice must, inter alia, contain the precise date and location of the General Meeting and the proposed agenda. It must also set out the conditions for attendance and representation at the meeting. The convening notice and the documents required to be submitted to the shareholders in connection with a General Meeting shall be posted on the Company's website from the date of the first publication of the General Meeting convening notice, as set out above. In accordance with the Luxembourg Shareholder Rights Law, shareholders who hold, individually or collectively, at least 5% of the issued share capital of the Company (a) have the right to put items on the agenda of the General Meeting of the shareholders and (b) have the right to place draft resolutions for items included or to be included on the agenda of the General Meeting of the shareholders. Those rights shall be exercised through requests in writing by the relevant shareholders submitted to the Company by postal services or electronic means. The request must be accompanied by a justification or a draft resolution to be adopted in the General Meeting of the shareholders and shall include the electronic or mailing address at which the Company can acknowledge receipt of the request. Any such request from shareholders must be received by the Company no later than on the 22nd day prior to the date of the General Meeting of the shareholders. Under normal circumstances, each shareholder is entitled to attend the General Meeting, in person or by proxy, and to exercise voting rights in accordance with the Company Articles. Each share (excluding any shares held by the Company) shall entitle the holder to one vote at all General Meetings subject to the provisions of applicable law. Conflicts of interest and related party transactions Any Director having a direct or indirect financial interest conflicting with that of the Company (intérêt de nature patrimoniale opposé à celui de la société) in a transaction which has to be considered by the Board, must advise the Board thereof and cause a record of their statement to be included in the minutes of the meeting of the Board. The Director may not take part in the deliberations related to, and shall not vote on, such transaction. At the next subsequent General Meeting, before any other resolution is put to vote, a special report shall be made on any transactions in which any of the Directors may have had an interest conflicting with that of the Company. Where, because of conflicts of interest, the quorum or majority requirements for a vote on an agenda item are not met, the Board may decide to refer the decision on the agenda item in question to the General Meeting for decision. These provisions shall not apply where the decisions of the Board concern ordinary business entered into under normal conditions. These provisions shall apply by analogy to any Daily Managers. In case there is only one sole Daily Manager and that Daily Manager is faced with a conflict of interest as described in this Article, the relevant decision shall be referred to the Board. Any material transaction between the Company and a related party shall be subject to the prior approval of the Board and the Company shall publicly announce material transactions with related parties on its website latest at the time of conclusion of the transaction. For the purposes of the preceding sentence: “material transaction” shall mean any transaction between the Company and a related party whose publication or disclosure would be likely to have a significant impact on the economic decisions of shareholders of the Company and which could create a risk for the Company and its shareholders who are not related parties, including minority shareholders. The nature of the transaction and the position of the related party shall be taken into consideration; “related party” has the same meaning as in the international accounting standards adopted in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards. Issuance & buy-backs of shares As at 31 December 2022, the Company had issued dematerialised shares, registered with a single settlement organisation in Luxembourg, LuxCSD, and had authorised capital which is set at one million euros (EUR 1,000,000). The General Meeting of shareholders or the Board could from time to time issue shares in accordance with Chapter II, Section 1 of the Luxembourg Law of 6 April 2013 on dematerialised securities. Pursuant to the Company Articles, authorisation was also given to the Board (or delegates duly appointed by the Board) to issue shares from time to time within the limits of the authorised capital at such times and on such terms and conditions, including the issue price, as the Board or its delegates may in its or their discretion resolve. The Board was furthermore authorised to suppress, limit or waive any pre-emptive subscription rights of shareholders to the extent it deemed advisable for any issues of shares within the authorised capital. On 17 August 2024, the extraordinary General Meeting of the Company resolved to convert the dematerialised shares into registered shares of the Company and to approve the amendment and restatement of the Company Articles, which currently no longer include provisions for authorised capital and the Board's authority to issue shares within its limits. The Company does not currently hold any of its own shares, nor does a third party hold any of the Company’s shares on behalf of the Company. Without prejudice to the Market Abuse Law and the principle of equal treatment of shareholders, the Company and its subsidiaries, as referred to in Article 430-23 (1) of the Luxembourg Companies Law, may, directly or through a person acting in its own name but on the Company's behalf, acquire its own shares subject to an authorisation given by the General Meeting in accordance with the provisions of Article 430-15 (the “Buy-Back Authorisation” ). A Buy-Back Authorisation has been granted by the General Meeting in 2020. Pursuant to this Buy-Back Authorisation, the General Meeting has granted all powers to the Board, with option to delegate, to buy-back, either directly or through a subsidiary of the Company, shares of the Company for a period of 5 years following the date of the 29 September 2020 General Meeting. The aggregate amount of the shares of the Company, which may be acquired pursuant to the Buy-Back Authorisation, may not exceed 10% of the aggregate amount of the issued share capital of the Company at the date of exercise of the authorisation. Compliance Good corporate governance is an essential basis for ensuring that legal regulations are observed in the Company and that the Company remains transparent for its owners or other stakeholders. However, it only leads to the desired result if managers and employees behave in accordance with the rules. Ensuring this is the task of compliance management of Adler Group. Compliance management The Company attaches great importance to a compliance culture that is practised throughout the group and is convinced that a business policy which is consistently guided by laws and reasonable rules serves the long-term interests of the Company. Compliance with these rules is therefore a top priority: towards third parties in order to be a reliable partner, and towards employees in order to create a working environment characterised by integrity, respect and fairness. In this context, the culture is decisively shaped by the "tone from the top", the behaviour of the Adler Group's management at all levels, their integrity and responsible behaviour. After all, the compliance climate prevailing in the Company depends on the role model of the superiors. Adler Group has successfully implemented this to date. Adler Group has installed a comprehensive compliance management system (CMS) in order to cope with the associated challenges. The Group's key compliance topics include anti-corruption, supplier management and data protection. They all are essential prerequisites for good corporate governance. Adler Group's CMS is based on valid standards and is constantly being further developed. A certification in accordance with a recognised standard is intended. In order to prevent bribery and corruption, the Senior Management and the managing directors of the group companies are keen to promote fair and respectful interaction among employees across all hierarchical levels. This is supported by the belief that employees who feel heard and respected are less inclined to take improper advantage for themselves at the expense of the Company or to damage the Company through illegal or non-compliant behaviour. Compliance organisation One of the central pillars of the compliance management system is the compliance organisation, which helps to ensure that the Company is compliant at all times, both in its capacity as a listed company and in its operations, project development and portfolio management. During the financial year 2022, the compliance organisation consisted of the Chief Compliance Officer (a position held by the Chief Legal Officer of the Company), the Head of Compliance & Risk Management, a Senior Compliance Manager and various compliance, risk and data protection managers. The compliance organisation is a central function, embedded in the Group-wide Compliance & Risk Management. The organisation also includes managers who are a role model and first point of contact to their employees for any questions or suggestions on the topic of compliance. They constitute the interface between the relevant departments and the Compliance department while also ensuring that the Compliance department’s “messages” are disseminated within the Company. The compliance organisation therefore has decentralised structures as well as a central one. Collaboration with other departments - for example Legal - is close when required. Furthermore, the Adler Group is advised by external service providers on specific compliance issues. They provide assistance with the creation of documents and guidelines and serve as a sparring partner in discussions of relevant compliance matters. Ad hoc and routine audits are performed by an external service provider as necessary. The reporting and escalation channel for compliance issues leads firstly to the Chief Compliance Officer and, depending on the issue, to Senior Management and/or the Board of Directors. Whistleblower system The whistleblower system of the Adler Group has various communication channels: employees can contact the Compliance department using a dedicated postal box. A form is available for contact by post. The electronic whistleblower system and the external ombudsman of the Adler Group provide further channels for reporting and guarantee anonymity at any time. Compliance risks A functioning compliance management system is inconceivable without a thorough and regular analysis of compliance risks. In the course of the integration of the Adler Group, a comprehensive risk assessment was carried out to identify the compliance risks in the extremely different fields of activity of the Adler Group and to evaluate them accordingly on both a gross and net basis. The relevance of the risks is regularly reviewed together with the risk owners and adjustments are made if necessary. To minimise risks as far as possible, risk management measures were then determined in cooperation with the risk owners. The implementation of the measures is reviewed in regular audits by Internal Audit. Information is passed on to the Adler Group’s management in the form of the regular risk reports or, if necessary, ad-hoc reports. These reports are first supplied to the Senior Management and then passed on to the Board of Directors. Compliance system in practice New employees are informed about the Code of Conduct of the Adler Group and the pertinent guidelines on relevant issues during onboarding. All information is available on the intranet as well and employees are educated via interactive online learning and classroom trainings. The Compliance department also has a dedicated postal box for any compliance issues. Being reachable and accessible is always a top priority for the Compliance department. In the course of 2022, there were several and various indications of compliance violations in the Group for which measures have been taken. The system thus repeatedly proved its efficiency, and at the same time major damage to the Company was averted. Compliance regulations Adler Group makes codes, policies and guidelines available to employees in written form and also publishes them on the publicly accessible website. This documentation provides clarity on the Company's views and ideas of good corporate governance. The documents are regularly reviewed to ensure that they are up to date. Key documents including topic-related reports are: • Code of Conduct • Company Articles • Anti-Discrimination Policy • Anti-Corruption Policy • Data Protection Policy • Money Laundering Prevention Policy • Human Rights Policy • Policy on Political and Social Engagement • Guideline on the environment • Whistleblowing Policy • Risk Management Manual • Explanation of ESG Risk Assessment • General Terms and Conditions (GTC) • General Terms and Conditions for Construction (AGB Bau) • General Contractual Provisions for Contracts for Architectural and Engineering Services • Remuneration Policy for the Board of Directors and Senior Management • Vision, mission, values Data protection Data protection and data security are key components of the compliance culture of the Adler Group. In an increasingly digitalised environment, extensive and precise rules provide a framework for safe working in terms of data protection. As a real estate company, the Adler Group mainly collects and stores data on prospective and existing tenants for which it uses a special software. The Adler Group also stores data on job applicants and employees in conjunction with the initiation and completion of the hiring process. In addition, it stores personal data on capital market participants who wish to be informed by the Adler Group about major business events. The legal requirements - such as the provisions of the General Data Protection Regulation (GDPR) - are of course complied with throughout the Adler Group. Adler Group's data protection organisation includes both its own employees and external data protection officers. Current data protection issues are recorded and dealt with in regular meetings between the parties involved. In addition, there is an exchange with the specialist departments concerned in this context. The Board and Senior Management of Adler Group is regularly informed about ongoing processes and developments. The designated data protection officer evaluates planned protective measures and proposes changes where necessary. The Company has formulated a data protection guideline that applies to the entire Group with all locations. The guideline specifies objectives, principles, organisational structures and levels of responsibility for data protection within the company. To supplement the policy, Adler Group provides additional guidelines on, for example, the rights of data subjects, the private use of hardware and software or the handling of data and IT systems. The Adler Group also provides its employees with a data protection card. This card contains everything they need to know about data protection in condensed form. In addition to practical definitions for data protection and personal data, it also lists basic rules and employees’ key duties in conjunction with data protection. Finally, the information also includes points of contact for employees’ questions and channels for anonymous whistleblowing. When employment contracts are signed, employees must agree to comply with the provisions of the GDPR. IT security Data protection cannot be guaranteed without efficient and secure information technology (IT). At the Adler Group, this is based on a uniform organisation throughout the Group. This includes information collection and data analysis as well as the protection of networks and computer systems against unauthorised access ("cyber security"). In the course of harmonising the organisational structures in the Group, numerous work processes in the operational business were digitised at the same time. These changes and modernisations were initiated in 2020 and completed in 2022. The distribution of the corresponding management and control instances from one to several levels brought about a significant improvement in IT security. Under the new cyber security programme, the Board of Directors assumes responsibility for protecting the systems. The management level below the Board of Directors was expanded to include the Cyber Security Officer (CSO) as the central coordinator. Two departments with specialised tasks work under the CSO: for intensive monitoring and for the further development of IT security. As before, the systems in operational use are also subjected to external performance tests ("penetration tests") and audits. In addition, there is the external review of further developments with regard to their security characteristics. The Board of Directors of the Company is informed about cyber security issues at regular intervals. There were also attacks on the Adler Group's IT systems in 2022. However, no data was read or other damage was caused. Risk management and monitoring of the Company's financial reporting The Company believes that integrated risk management ("IRM") is an essential component of efficient business management activities and internal control systems. The Company seeks to preserve the Company's assets and proactively advance the Company's strategic and compliance objectives through effective integrated risk management and financial governance. The Board of Directors periodically discusses the operational and financial results and the associated risks. A description of the risk management system, the monitoring of financial reporting and the significant individual risks can be found in the Opportunities and Risk Report of this Integrated Report. Audit On 17 May 2022, KPMG Luxembourg société coopérative (hereafter referred to as the “KPMG”) informed the Company that KPMG is not available to audit the stand-alone and consolidated financial statements for the financial year ending 31 December 2022. On 29 June 2022, the Company announced the launch of a tender process for the mandate of approved statutory auditor (réviseur d'entreprises agréé) to audit its stand-alone and consolidated financial statements for the financial year ending 31 December 2022. The deadline for the auditors/ audit firms to express their interest in the tender was 13 July 2022. No auditor/ audit firm expressed their interest in the tender. In the following months, the Company approached, discussed and offered the mandate with and to multiple international auditing firms. As these intensive efforts did not lead to positive results, the Company asked the Local Court (Amtsgericht) Berlin Charlottenburg to appoint an auditor for its German subsidiary Adler RE in November 2022. The attempt was carried out with the hope that an appointed auditor would also conduct an audit for the Company. On 9 January 2023, the Local Court (Amtsgericht) Berlin Charlottenburg appointed KPMG AG Wirtschaftsprüfungsgesellschaft as auditor for the audit of Adler RE's stand-alone and consolidated financial statements for the financial year 2022. On 11 January 2023, KPMG AG Wirtschaftsprüfungsgesellschaft informed the Company’s subsidiary, Adler RE, that they would not accept the judicial appointment of the Local Court (Amtsgericht) Berlin Charlottenburg as auditor for the audit of Adler RE. On 27 November 2023, the General Meeting of the Company appointed AVEGA Revision S.à r.l. as the approved statutory auditor/approved audit firm to perform the statutory audit of the standalone annual accounts and consolidated financial statements of the Company for the financial year ended 31 December 2022 and the financial year ended 31 December 2023. Diversity policy The vast majority of the Group’s employees are employed at the level of subsidiaries of the Company. Overall, and throughout the Group, there is significant diversity among employees and management. The understanding that all people should be treated equally and that their individuality should be respected to the greatest possible extent is fundamental to the Company and the entire Group. We support our employees, Directors and Senior Management equally regardless of their gender, age, sexual orientation and identity, race, nationality, ethnic origin, religion or world views. Within our group and when interacting with our customers, we benefit from a wealth of perspectives, backgrounds, ways of thinking and approaches every day that are the result of the social, cultural and linguistic backgrounds of our people. Our ability to operate a successful business and create value for our stakeholders is a direct result of the skills and competence of our widely diverse workforce and management. The idea of diversity is embedded in many publicly available guidelines concerning mission, vision and values, human rights, anti-discrimination and a general code of conduct. As a result, we have successfully achieved a high level of diversity at every level of the group and within all companies belonging to the Group. Disclosures pursuant to Article 11 of the Luxembourg Law on Takeovers of 19 May 2006 a) With reference to article 11(1) (a) of the abovementioned Luxembourg Law on Takeovers: As at 31 December 2022, the Company had issued a single category of shares. Each share entitled the holder to one vote. For further information regarding the structure of capital, reference is made to Note 8 of the Annual Accounts. b) The Company Articles do not contain any restrictions on the transfer of shares of the Company except that the Board may impose transfer restrictions for shares that are registered, listed, quoted, dealt in or have been placed in certain jurisdiction in compliance with the requirements applicable therein. c) According to the notifications of major holdings received with respect to the 2022 financial year, the following shareholders held more than 5% of total voting rights attached to Company shares, as at 31 December 2022: • Vonovia SE; • Mr Günther Walcher (through indirect holdings in entities, including Aggregate Holdings Invest S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 10, rue Antoine Jans, L-1820 Luxembourg; and • Ms. Gerda Caner, residing in Monte Carlo, Monaco (through indirect holdings in entities). d) As at 31 December 2022, no securities have been issued with special control rights. e) The control rights of any shares issued in connection with employee share schemes (if any) are exercised directly by the respective employees. f) As at 31 December 2022, the Company Articles did not contain any restrictions on voting rights. g) There are no agreements with shareholders which are known to the Company and may result in restrictions on the transfer of securities or voting rights within the meaning of Directive 2004/ 109 / EC (Transparency Directive). h) Rules governing the appointment and replacement of Directors: • Given that the Company has more than one shareholder, the Board shall be composed of at least three Directors. The Board shall be appointed by the General Meeting which determines the number, the duration of the mandate and the remuneration of the Directors. • The Directors are appointed for a term which, pursuant to the Luxembourg Companies Law, may not exceed six years. They can be removed at any time without justification by the General Meeting by a simple majority vote, irrespective of the number of shares represented at such General Meeting. • In the event of a vacancy in the office of a Director because of death, retirement, resignation, dismissal, removal or otherwise, the remaining Directors may fill such vacancy and appoint a successor to act until the next meeting of the General Meeting at which such appointment shall be confirmed by the General Meeting or at which the General Meeting may appoint another Director. • According to the Company Articles, the Board shall elect from among its ranks a Chairman of the Board and may also elect from among its ranks one or more Deputy Chairmen. Rules governing the amendment of the Company Articles: • At any extraordinary General Meeting for the purpose of amending the Company Articles or voting on resolutions, the adoption of which is subject to the quorum and majority requirements for the amendment of the Company Articles, the quorum shall be at least one half of all the shares issued and outstanding. If the said quorum is not present, a second meeting may be convened at which there shall be no quorum requirement. In order for the proposed resolutions to be adopted at a meeting, and unless otherwise provided by law, a two thirds (2/3) majority of the votes of the shareholders present or represented is required at any such General Meeting without counting the abstentions. i) Powers of the Board: • The management of the Company is incumbent on the Board; for this, it has the most extensive powers. Its competence extends to all legal acts which are not, expressly by law or the Company Articles, reserved to the General Meeting. The Board may, in particular, purchase real estate directly or through intervening companies, issue bonds and other debt obligations, provide mortgages or other security, reduce or forgive debts and conclude settlements on behalf of the Company. • The Company shall be bound against third parties in all circumstances by the joint signature of any two Directors. The Company shall also be bound against third parties by (i) the sole or joint signature(s) of any person or persons to whom such signatory power shall have been delegated by the Board or, (iii) with respect to matters of daily management, by the sole signature of a Daily Manager. • During financial year 2023, the Board (or delegates duly appointed by the Board) could from time to time issue shares with the limits of the authorised capital which was currently set at one million euros (EUR 1,000,000), at such times and on such terms and conditions, including the issue price, as the Board (or its delegates) resolves and the Board is further authorised to arrange for a requisite change in the Company Articles to reflect such capital increase. The Board was authorised to suppress, limit or waive any pre-emptive subscription rights to the extent that it deemed advisable for any issue of shares within the authorised capital. The Board was authorised to attribute existing shares or issue new shares, to the following persons free of charge: • employees or a certain category of employees of the Company; • employees of companies in which the Company holds directly or indirectly at least 10% of capital or voting rights; • corporate officers of the Company or of any of the companies mentioned above or certain categories of such corporate officers. The Board was authorised to determine the conditions and modalities of any attribution or issue of shares free of charge (including any required minimum holding period). On 17 August 2024, the extraordinary General Meeting of the Company resolved to approve the amendment and restatement of Company Articles, which currently no longer include provisions for authorised capital and the Board's authority to issue shares within its limits. • The Company may proceed to the purchase of its own shares within the limits laid down by law. • During the financial year 2022, interim dividends could be declared by the Board subject to observing the conditions laid down in the Luxembourg Companies Law. On 17 August 2024, the extraordinary General Meeting of the Company resolved to approve the amendment and restatement of the Company Articles, which currently no longer include provisions declaring interim dividends. j ) There are no significant agreements to which the Company is party and which take effect, alter or terminate upon a change of control of the Company following a takeover bid. k) As of the date of this report, the Company is a party to service agreements with its current CEO, CFO and the CLO pursuant to which the CEO, CFO and the CLO are entitled to compensation in case of termination without material breach and in case of a change of control which materially affects the services or position of the CEO, CFO and/or the CLO. Summary Remuneration Report Remuneration of the Board of Directors Compensation of the members of the board of directors (the “ Board ” and each member a “ Director ”) is determined by the general meeting of the shareholders (the “ General Meeting ”) of Adler Group S.A. (the “ Company ”). On 29 September 2020 the General Meeting approved the following gross remuneration of the Directors: • an annual fixed remuneration in a gross amount of EUR 150,000 for the role as the Chairman of the Board; • an annual fixed remuneration in a gross amount of EUR 100,000 for the role as the Deputy Chairman of the Board; • an annual fixed remuneration in a gross amount of EUR 75,000 for the role as a Director of the Company (excluding the Chairman and Deputy Chairman of the Board); • an additional annual fixed remuneration in a gross amount of EUR 25,000 for any Director who also acts as the Chairman of any Committee of the Company; • an additional fee in a gross amount of EUR 1,500 per attendance of a Director at any meeting of the Board or any meeting of a Committee of the Company, of which the Director is a member. If a Director is not appointed for the entire duration of a given financial year, the annual fixed remuneration shall be paid pro rata temporis for the relevant period of appointment during the respective year. All Directors are covered by the Company’s directors’ & officers’ liability insurance and are entitled to reimbursement of any reasonable costs incurred within the scope of their duties as Directors, upon presentation of proof of payment of such costs. Insofar as the Directors hold positions on the management/supervisory boards of other Group entities, they may receive additional remuneration from the relevant Group entities. Remuneration of the Senior Management The remuneration of members of the senior management (together the “ Senior Managemen t” and each a “ Senior Manager ”) and the daily manager ( délégué à la gestion journalière ) (the “ Daily Manager ”) of the Company is determined by the Board. The Senior Management of the Company is composed of: • Mr Thierry Beaudemoulin (director and chief executive officer (“ CEO ”), position held from 10 December 2019; noting that until 30 April 2022 he acted as a co-CEO together with Mr Maximilian Rienecker; • Mr Thomas Echelmeyer (chief financial officer (“ CFO ”)), position held from 1 September 2022. From 1 June 2022 until 31 August 2022 Mr Thomas Echelmeyer acted as an interim chief financial officer; • Mr Sven-Christian Frank (chief legal officer (“ CLO ”)), position held from 1 September 2020. Mr Maximilian Rienecker (former director, co-CEO and Daily Manager) resigned with effect as of 30 April 2022. Dr. Bernd Schade (former chief development officer (“ CDO ”) resigned with effect as of 7 June 2022. The CEO, Mr Thierry Beaudemoulin is appointed as Daily Manager. There are no other daily managers appointed. The Senior Management remuneration system provides for a fixed annual salary, a short-term incentive (" STI-Bonus ") and a long-term incentive (" LTI-Bonus "). Members of Senior Management may also receive certain fringe benefits and are covered by the directors’ & officers’ liability insurance. In addition, the Senior Management is entitled to reimbursement of any reasonable costs incurred within the scope of their duties as senior executives, upon presentation of proof of payment of such costs. Fixed annual salary Pursuant to the respective service agreements with the Company or its subsidiaries, the current members of Senior Management are entitled to receive the following gross fixed annual remuneration ( pro rata temporis as applicable ): • Mr Thierry Beaudemoulin - EUR 600,000 per annum; • Mr Thomas Echelmeyer - EUR 600,000 per annum (part of which is paid pursuant to a service agreement with Adler Properties GmbH); • Mr Sven-Christian Frank - EUR 500,000 per annum (part of which is paid pursuant to a service agreement with Adler Properties GmbH and Adler RE). Pursuant to the respective service agreements with the Company or its subsidiaries, the following former members of Senior Management were entitled to receive the following gross fixed annual remuneration ( pro rata temporis as applicable ): • Mr Maximilian Rienecker - EUR 600,000 per annum (part of which was paid pursuant to a service agreement with Adler Properties GmbH); • Dr. Bernd Schade - EUR 400,000 (which was paid pursuant to a service agreement with Consus Real Estate AG). STI-Bonus – general framework The STI-Bonus is an annual payment dependent on the achievement of certain targets, which are agreed between the relevant member of Senior Management and the Company. The Board may also decide to attribute a discretionary bonus. Pursuant to the respective service agreements with the Company, the maximum STI-Bonus payable to current members of Senior Management (pro rata temporis as applicable) is as follows: • Mr Thierry Beaudemoulin - EUR 350,000 per annum; • Mr Thomas Echelmeyer - EUR 350,000 per annum; • Mr Sven-Christian Frank - EUR 300,000 per annum (EUR 150,000 per annum until 8 June 2022). Pursuant to the service agreement between Mr Maximilian Rienecker and the Company, the maximum STI-Bonus payable to Mr Maximilian Rienecker (pro rata temporis as applicable) was EUR 350,000 per annum. As Mr Rienecker resigned with effect on 30 April 2022 he was paid in all outstanding remuneration in accordance with the terms of a termination by common consent agreement. Pursuant to the service agreement between Dr. Bernd Schade and Consus Real Estate AG, the STI-Bonus had to be calculated based on the base value for the respective financial year multiplied with the respective overall target achievement level of 50% to a maximum of 150%. The base value for calculating the STI-Bonus was: (i) for the first year: EUR 200,000; and (ii) for each of the next two years: EUR 150,000 which had to be calculated for each financial year on a pro rata temporis basis. As Dr. Schade resigned with effect on 7 June 2022, he was paid all outstanding remuneration in accordance with the terms of a termination agreement. LTI-Bonus – general framework The following current members of Senior Management – Mr Thierry Beaudemoulin, Mr Thomas Echelmeyer and Mr Sven-Christian Frank – are eligible to earn an LTI-Bonus, to be settled in shares of the Company (if the Company can issue said shares) or in cash (if the Company cannot issue shares) upon termination of the respective service agreement. Pursuant to the respective service agreements with the Company, the maximum LTI-Bonus payable to members of Senior Management ( pro rata temporis as applicable ) is as follows: • Mr Thierry Beaudemoulin - EUR 350,000 per annum; • Mr Thomas Echelmeyer - EUR 350,000 per annum; • Mr Sven-Christian Frank - EUR 200,000 per annum (EUR 155,000 per annum until 8 June 2022). Pursuant to the service agreement between Mr Maximilian Rienecker and the Company, the maximum LTI-Bonus payable to Mr Maximilian Rienecker (pro rata temporis as applicable) was EUR 350,000 per annum. As Mr Rienecker resigned with effect on 30 April 2022 he was paid in all outstanding remuneration in accordance with the terms of a termination by common consent agreement. Pursuant to the service agreement between Dr. Bernd Schade and Consus Real Estate AG, Dr. Schade was entitled to a LTI-Bonus – a virtual participation in Consus Real Estate AG in an amount of EUR 500,000 after a waiting period of three years as of the date of commencement of his service agreement and if certain conditions defined in the service agreement were fulfilled. As Dr. Schade resigned with effect on 7 June 2022 he was paid all outstanding remuneration in accordance with the terms of a termination agreement. Other During the financial year 2022, each of the service agreements between the Company and Mr Thierry Beaudemoulin and Mr Sven-Christian Frank, have a fixed term ending on 9 December 2023. They could generally be terminated by either party, subject to a notice period of 90 days. In case of a termination of service agreements by the Company for any reason other than for reasons for which the member of Senior Management (Mr Thierry Beaudemoulin and Mr Sven-Christian Frank) is responsible, the member of Senior Management was entitled to a severance payment. The severance payment should be in an amount equal to two annual salaries (annual fixed salary, STI-Bonus and LTI-Bonus) and should not exceed the remuneration which would be due for the remaining term of the service agreement if it was not terminated prematurely. The service agreement between the Company and Mr Echelmeyer was concluded for an indefinite period of time. The service agreement may generally be terminated by either party, subject to a notice period of 12 months. During the notice period, Mr Thomas Echelmeyer is entitled to annual fixed salary, STI-Bonus and LTI-Bonus. The service agreement may be terminated by the Company at any time without prior notice in case of a material breach of the duties as CFO of the Company. All members of the Senior Management are bound by non-compete restrictions in their service agreements for a period of three months following termination of their service agreement. It was mutually agreed to terminate the service agreements with Mr Maximilian Rienecker and to pay as full and final settlement of all remuneration claims of Mr Rienecker pursuant to the respective service agreement: STI-Bonus for the FY 2021, LTI-Bonus for the FY 2020 and FY 2021, and severance payment in an amount equal to two annual salaries (annual fixed salary, STI-Bonus and LTI-Bonus) and not exceeding the remuneration which would be due for the remaining term of the service agreement (9 December 2023) if it was not terminated prematurely. Consus Real Estate AG and Dr. Bernd Schade signed a termination agreement whereby the parties agreed to mutually terminate the service agreement and to pay as full and final settlement of all remuneration claims of Dr. Schade pursuant to his service agreement: STI-Bonus for the FY 2021 and FY 2022 and a lump sum settlement payment. Total remuneration paid to the Senior Management The summary remuneration report covers the remuneration of Senior Management who held office during the FY 2022. Furthermore, this remuneration report is only in summary form. A complete remuneration report will be presented to the 2023 annual General Meeting of shareholders of the Company as required by the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders in listed companies (as amended). In the FY 2022, the following total remuneration was paid to the Senior Management: in EUR Thierry Beaudemoulin CEO Maximilian Rienecker former Co-CEO Thomas Echelmeyer CFO Sven-Christian Frank CLO Dr. Bernd Schade former CDO Fixed remuneration 600,000 200,000 () 200,000 () 463,872 () 183,333 () Fringe benefits 37,030 (car lease; health insurance) 16,324 (health insurance; car allowance) 14,000 (health insurance; car allowance) 15,927 () (health insurance; car lease) 8,250 () Total (fixed remuneration and fringe benefits) 637,030 216,324 214,000 479,799 191,583 STI-Bonus for the FY 2021 218,750 175,000 N/A 109,500 Please see column STI-Bonus for the FY 2022 STI-Bonus for the FY 2022 The amount will be determined and will be payable only after the close of FY2022 and therefore is not reported on herein N/A The amount will be determined and will be payable only after the close of FY2022 and therefore is not reported on herein The amount will be determined and will be payable only after the close of FY2022 and therefore is not reported on herein 116,667 () paid pursuant to the termination agreement and relates to the FY 2021 and FY 2022 LTI-Bonus for the FY 2021 70,000 The LTI-Bonus will only be paid at termination of relevant service agreement 326,000 (256,000 for FY 2020, 70,000 for FY 2021) paid pursuant to the termination by common consent agreement N/A 31,000 The LTI-Bonus will only be paid at termination of relevant service agreement N/A LTI-Bonus for the FY 2022 The amount will be determined only after the close of FY2022 and therefore is not reported on herein N/A The amount will be determined only after the close of FY2022 and therefore is not reported on herein The amount will be determined only after the close of FY2022 and therefore is not reported on herein N/A Extraordinary items 156,250 Discretionary bonus 1,361,260 () pursuant to the termination by common consent agreement 355,987 pursuant to the consultancy agreement and termination of the consultancy agreement (with respect to the services of the interim chief financial officer) N/A 250,000 () pursuant to the termination agreement Total 1,082,030 2,078,584 569,987 620,299 558,250 () Paid by/due from the Company/ Adler Properties GmbH. () Paid by/due from the Company/Adler Properties GmbH/ Adler RE. () Paid by/due from Consus Real Estate AG. Responsibility for the Environment Reducing energy consumption and greenhouse gas emissions In keeping with regulatory requirements, Adler Group strives to reduce CO2 emissions from electricity consumption and heating in the existing portfolio by 50% until 2030 (compared to 2020). At the same time, Adler Group intends to improve further parameters that have a relevant impact on the environment such as water use or waste generation. In order to reach this objective, the Group has already developed a plan combining investment measures with initiatives that are focused on structural measures and energy systems. Structural measures predominantly comprise energy refurbishment – for example, by insulating basements, roof and façade or replacing old windows and doors. Purely energy-related measures include, for example, installing new heating systems with higher efficiency or replacing fossil fuels with renewable energy sources. As the refinancing conditions for Adler Group changed and the portfolio had to be significantly scaled down and as it was not certain for a long time which properties would be retained, Adler Group’s plan to reduce energy consumption was put on hold for the time being. Moreover, other objectives such as securing enough liquidity were given priority in the short term. However, the general objectives remain unchanged. New planning shall be devised in the future based on the portfolio that is expected to be retained in the longer term. Energy saving in the property portfolio Adler Group has made significant progress in 2022 with regard to collecting operating and consumption data from its property portfolio. The increasing digitalisation of systems enables much faster and more reliable collection of energy, water and waste data. As analysis systems have also improved, Adler Group will be able to increase the efficiency in pursuing its energy and emissions objectives further. These new capabilities also put Adler Group in a better position with regard to energy procurement and distribution in the future. As a result, the Group wants to significantly increase the share of regenerative and low-emission energy in its energy mix. Tenants will benefit from these developments in two ways: they will be able to gather information on individual consumption patterns faster and benefit from the fact that prices for the energy they purchase will remain significantly more stable. Adler Group also continued to replace heating systems in 2022 and renovated apartments as needed in the remaining properties. However, the changes in absolute consumption of electricity, heating energy and water or the disposal of waste are primarily due to the downsizing of the portfolio. The like-for-like figures, on the other hand, show efficiency gains, which were partly driven by the sharp increase in energy prices in 2022 as they provided major incentives to reduce consumption. Adler Group thus managed to make a relevant contribution to climate protection, even without the planned investments. Development of relevant environmental parameters in the property portfolio 2022 2021 2020 Property portfolio as at 31 December 26,202 27,469 69,722 Heating energy consumption (absolute figures) in kWh/m22 133.88 140.87 146.82 Electricity consumption (absolute figures) in kWh/m 2 3.14 3.19 3.23 Energy intensity in lectricity consumption (absolute figures) in kWh/m22 145.20 148.633.19 155.473.23 GHG emission in tonnes CO 2 /m 2 Electricity consumption (like-for-like) in kWh/m 2 2 2.10 2.15 2.28 Volume of water used in m33/m22 3.89 2.44 1.77 Volume of waste in m³/year 251,514 365,759 363,954 Project development In 2022, the second segment of Adler Group’s business activities was project development which has been strongly reduced in the meantime. In this field of activities, the Group pursued a comprehensive approach to the sustainable development and maintenance that extends over their entire life cycle of the properties. Adler Group was in the planning phase for projects with several thousand residential units to be realised within the next few years. If these new properties were to be included in Adler Group’s own portfolio, they would have a significant impact on the key consumption ratios. Sustainability requirements play a major role in the planning. In the development of new buildings, Adler Group strictly adheres to sustainability criteria for both the construction phase and the subsequent operation of the buildings. These criteria go beyond energy efficiency and the reduction of CO2 emissions to include other aspects such as mobility, where proximity to public facilities or public transport plays a role. Adler Group builds on decades of experience in project development and a wealth of expertise gained in a large number of development projects with regard to the implementation of renewable energy systems and the use of environmentally-friendly construction techniques and materials. In order to document and verify the planned level of sustainability, Adler Group strives to obtain sustainability certification for its new buildings and major refurbishments. After all, such certifications are important proof of the implementation of sustainable measures in the real estate industry and evidence of high-quality buildings. Adler Group intends to rely on nationally and internationally recognised certification agencies such as DGNB, LEED or BREEAM and aims for the respective “Gold” or “Very Good” standards. Adler Group has successfully completed several projects in 2022. However, these were mainly properties that were built for third parties. Therefore, Adler Group had to follow customer requirements and specifications with regard to the technical equipment of the buildings or the materials used. As a result, these do not always coincide with Adler Group’s own sustainability requirements, but usually come very close. The historic “Kornversuchsspeicher” (granary for testing grain storage methods) was added to Adler Group’s own portfolio, and sustainability aspects played a major role in the refurbishment. Kornversuchsspeicher – an example of sustainability in the construction process In Moabit, a district in the city of Berlin, Adler Group preserved a building from the early days of modern industrial warehouse construction: the historic “Kornversuchsspeicher”. The protected architectural monument is a landmark of the “Wasserstadt Mitte” quarter that was newly developed by Adler Group. This, in turn, is part of the rapidly developing Europa City district north of Berlin’s central station. In recent years, apartments and commercial space have been developed here in the spirit of the well-known Berlin mix, breathing new, urban life into the wasteland of the former Lehrter freight station in the heart of Berlin. The granary, a six-storey red brick building with a flat service annexe is located directly on the Berlin-Spandau shipping canal. The square building with five floors for storing grain and four silos with a total capacity of more than 1,000 tonnes of grain was built in 1897/98 for the farming cooperative “Landwirtschaftliche Hauptgenossenschaft”. It was the first building in Berlin of its kind, built to carry out scientific tests on grain storage for the supply of the rapidly growing population in Berlin around the turn of the century. Its operators focused on bulk storage between board walls instead of using shallow beds, which optimised storage and also allowed the storage of smaller quantities. The interior design of the building is centred around a reinforced concrete skeleton structure that was probably installed during the reconstruction phase in 1915. The expansion at the time also included the installation of a bucket elevator, which allowed the operators to move the bulk material vertically upwards. The conversion of the granary, which had been empty for years, started in 2019. The upper floors were planned for offices, the ground floor for meeting areas and the roof was to be converted into a restaurant. And one thing was for certain right from the start: refurbishment and renewal were to be realised with an eye on the highest possible level of sustainability. Three years later, the previously neglected building has become a veritable gem, combining traditional brick architecture with modern elements, turning it into an extraordinary eye-catcher for the entire neighbourhood. The conservation of resources was always a priority during the conversion. As much as possible was preserved and recycled, and as little as possible was replaced by new material. Sustainable or natural building materials were given preference over synthetic materials. Wherever possible, no plaster or paint was used to minimise the use of material. And the technical appliances were installed in such a way that they are easily accessible in case of repair work. In detail, the achievements were: • Bricks that had broken off elsewhere were cleaned and used to restore the damaged façade of the building. Demolition material and cobblestones found in the surrounding grounds were reused inside. • Parts of the original windows were used where possible. • Only silicate boards or mineral wool were used for thermal insulation. • Old supports in the structure were maintained and stabilised or reinforced where necessary. • No additional plaster was applied when the interior walls were restored, and no paint was applied to new concrete walls, columns, stairs, roof and ceilings. • The floors are made of durable and easy-to-clean industrial concrete and oiled oak floorboards that were nailed and not glued, which makes them easy to separate for recycling after use. For the restoration of the exterior a recycling material was chosen which is made out of wood, synthetic material and additives and is equivalent to domestic softwoods in terms of its eco balance. • Ceilings were not suspended, neither were they plastered or painted. • Steel parts of the revitalised granary were brushed and then protected against corrosion using linseed oil based paint. • Most installations were laid on top of the walls. This makes its easier to exchange or repair parts. • The old trees on the adjacent strip on the bank of the canal were preserved. In addition, nesting boxes for birds were put up on the building. • The building is heated via district heating. All of these individual measures together make the 19th century granary an interesting building from a sustainability point of view. In the first place, refurbishing existing structures always has a better eco balance than demolition and new construction. And if such conversion, in all its many small elements, is carried out with an eye on sustainability, the eco balance is improved even further, paving the way for a sustainable future with less CO2 impact on the environment. At the end of the day, this probably makes the old granary more than just an example of excellent preservation of a historic monument. Pilot projects for environmental protection At Duisburg Beethovenstraße, Adler Group has converted the lighting system for the waste bin area to be exclusively powered by solar energy generated on site. This means the system is now powered in a completely climate-neutral way. If the cost-benefit ratio proves to be favourable and the environmental contribution is measurable, Adler Group will also pursue this approach at other locations. In Berlin, Adler Group is testing a hydrogen-fuelled fuel cell in order to gain experience with new energy sources and concepts in everyday facility management. The fuel cell is used to generate heat for heating apartments and hot water. Sustainability within the Company's organisation Adler Group has set itself the goal of continuously reducing the amount of electricity, heat and fuel consumed in its business activities. This effort extends to the office locations, the operating facilities and the vehicle fleet and is guided by a systematic energy management system certified in accordance with DIN ISO 50.001. At the office locations, energy management focuses mainly on energy-efficient equipment and flexible room temperature controls. Technical management operates Adler Group’s own vehicle fleet and equipment and strives to reduce specific energy consumption of the existing units. As such, the team replaces fuel-powered equipment and small vehicles used for facility management with electric devices once they have stopped functioning. Where possible and useful, motorised vehicles are replaced by cargo bikes. For cleaning purposes, only approved and ecologically safe cleaning agents are used in the facilities. In-house energy management measures Analysing energy requirements to identify the main sources of consumption and give them special attention in activities to increase energy-efficiency Developing KPIs for energy efficiency such as heating consumption per square metre to enable site comparisons Preparing location-specific action plans with energy-efficiency activities Appointing regional energy representatives for larger operating facilities - Implementing an Energy Management System (EMS) in coordination with the EMS Officer - Informing and motivating the workforce to reduce energy consumption, raising awareness - Providing staff training on the Energy Management System Putting up posters at the operating facilities to promote energy-consciousness in day-to-day work Fleet management focuses on reducing fuel consumption and the corresponding greenhouse gas emissions of the fleet, which comprised 372 vehicles at the end of 2022. Relevant data is captured to optimise driving behaviour. Purchasing new, more efficient vehicles – with a growing proportion of hybrid and electric vehicles – also contributes to achieving the objectives. Instead of driving company cars, employees are also given the opportunity to use company bicycles or cargo bicycles (conventional bicycles or e-bikes) at favourable conditions. Responsibility for Society and Social Matters Tenants In addition to a trusting relationship between tenants and landlords, social responsibility for tenants plays an important role for real estate companies. When companies behave with honesty and decency towards their customers, they improve their social acceptance and have better chances to be successful in the market. Adler Group tries to live up to this. As a landlord, it is committed to the well-being of tenants by offering affordable housing for tenants with average or below-average income. The commitment extends to the provision of a safe and healthy living environment, the offering of good services and to engagement in neighbourhood development. Adler Group generates most of its revenues from rental income. Tenant turnover causes high costs, which is why Adler Group is very interested in increasing tenant retention and keeping the vacancy rate as low as possible. It intends to achieve this with a high quality of service and customer orientation. Adler Group recorded a turnover rate of 7.9% in 2022 - against 8.7% in the previous year - and concluded nearly 1,800 new rental agreements in total. Some of the residential premises are specifically rented to socially disadvantaged tenants. In addition, Adler Group provided housing for refugees from Ukraine in 2022 who had left their country because of the Russian invasion. The Group collects feedback from its tenants on a daily basis concerning what they are satisfied with and what they complain about. It receives this feedback via a central service number, the regional tenant offices or in personal contact with the facility managers on site. Adler Group had planned to carry out a tenant survey in order to systematically record tenant satisfaction in 2022. However, due to the massive changes in the portfolio, this initiative has been postponed. Experience shows that availability is a crucial factor for tenant satisfaction. In order to provide for the best possible service, Adler Group is, with the support of an external call centre service provider, accessible 24 hours seven days a week via the central service number. A ticketing system makes sure that notifications of defects in a property are forwarded directly to the manager in charge. In addition, emergency numbers are provided. Local communities and safety Responsibility for an attractive living environment already starts in the property development and construction phases. However, rules, standards and classifications for the use of building materials also apply to maintenance, renovation or refurbishment measures in the Group’s existing portfolio. Adler Group thus provides the conditions for a safe and healthy living environment in all of its properties. This is part of a whole package of measures to promote the safety of buildings and the general health and safety of its tenants. Obligations to ensure the safety of buildings comprise regular maintenance, repair and renewal of all technical installations as are used e.g., for drinking water, heating, electrical systems or lifts. They fall under the responsibility of Adler Group as a landlord and are fully met at all times. (EPRA H&S Asset) Both the staff from technical property management and from facility management ensure proper functioning of all installations in all buildings. In the event of defects, they arrange for the faulty equipment to be repaired or replaced. At regular scheduled intervals, all technical installations are maintained, checked and, if necessary, replaced. Experts with the relevant know-how are employed by Adler Group to make sure this expertise remains in house. These experts are each responsible for one specific technology, such as lifts, drinking water hygiene, fire protection, asbestos or the management of refurbishment processes. Each expert is trained in his or her field of expertise and receives further training when technical or statutory requirements change significantly. Local staff working on site are thus able at any time to draw from the expertise pooled at the head office. In order to ensure that the wide range of safety requirements are met in all buildings and installations, Adler Group arranges inspections of all of its properties in average intervals of about three weeks. For the first time, staff carrying out these inspections were able to use a completely new software developed for this purpose as part of the digitalisation initiative. With this new app, reports can be immediately entered into the system and tracked reducing processing times and ensuring that appropriate action is taken. As soon as faults, malfunctions or damages are reported, a ticket for a repair order is written straight away. Community involvement As a project developer and property owner with many years of experience, Adler Group is actively involved in the development of urban neighbourhoods and urban renewal projects. In order to ensure successful development of individual projects or entire urban quarters, it is of paramount importance to involve all stakeholder groups, such as tenant initiatives, interest groups, municipal institutions or the relevant authorities that decide on the development plans. This way, all the different interests are taken account of during the planning phase or in change processes. In development projects, the involvement of certain interest groups is legally required. Adler Group tries to go further though and endeavours to establish contact to the various groups affected as early as possible. If a neighbourhood management office is already established in a certain quarter, Adler Group strives to actively participate in their activities. This may e.g., involve the modernisation of local playgrounds, measures to improve park areas or the contribution to summer street festivals or Christmas markets. Partner in the Berlin Alliance for New Housing Construction and Affordable Housing In addition to having its headquarters in Berlin, Adler Group is also deeply rooted in the Berlin housing market due to its substantial property portfolio in the German capital. Adler Group was therefore among the first signatories of the “Alliance for New Housing Construction and Affordable Housing in Berlin” in 2022. In this programme, private, cooperative and municipal housing companies, business associations and welfare organisations work together with the city council to find quick solutions to provide more affordable housing in the growing city of Berlin. With its large property portfolio in Berlin, Adler Group feels particularly committed to supporting this initiative. The city council intends to provide additional spaces for housing construction and to accelerate planning and approval procedures in order to meet the objective of building at least 100,000 new apartments by the end of 2026. The agreement also stipulates that, when concluding new rental contracts, large private housing corporations allocate 30% of their apartments to households which are entitled to a Wohnberechtigungsschein (a qualification for social housing). In addition, participating corporations agreed on a cap on rent increases of eleven percent in three years, while the general legal limit in Germany amounts to 15%.As this clause proved to be too strict to adhere to, Adler Group has meanwhile left the initiative. Support the socially vulnerable Adler Group supports socially disadvantaged groups of people in various ways. This support is not standardised, but rather oriented at current needs and necessities. One of these urgent needs arose from the war in Ukraine. Adler Group donated EUR 50,000 to a Ukrainian NGO that supports victims of the military conflict in the Ukraine. In addition, it helped provide housing to 100 refugees from Ukraine who had come to Berlin in an initiative jointly carried out by a number of housing providers. People in need were also considered in another campaign initiated by Adler Group. For a while, the Group had rented out fully furnished flats in Berlin. However, this business model proved to be rather complicated, which is why the Group returned to normal rental contracts without furnishings. The furniture that was therefore no longer needed was first put into temporary storage and then given free of charge to own staff or social department stores where the typical clientele consists of people with low incomes. Another social project supported by Adler Group was Gangway e.V., a social streetwork project for young people and adults in Berlin, which has been funded by the Berlin Senate and district authorities and supported by donations since 1990. Adler Group arranged one- and two-room flats for young people in living situations that were not conducive to their personal and occupational development. The aim is to enable them to begin with and successfully complete vocational training or a university degree. Promote biodiversity In cooperation with the German Nature and Biodiversity Conservation Union (NABU), Adler Group planted wild shrubs in its housing complex in Berlin Spandau. In particular, robust native species were selected that can cope better with higher temperatures and lower amounts of water and also serve as food source for many native insects, thus helping to increase biodiversity in urban areas and provide new homes for insects, songbirds and other small animals. At the same time, such green spaces require less maintenance, as the shrubs were planted on a former lawn area and need no pruning. The campaign was carried out along the Sustainability Days launched by the German Council for Sustainable Development on the occasion of the Earth Summit (United Nations Conference on Sustainable Development) in 2012. Furthermore, Adler Group set up a beehive in Wasserstadt Mitte that is looked after by professional beekeepers as part of a pilot project. This is another step towards increasing urban biodiversity. Interested employees of Adler Group and the children of the local pre-school were offered workshops to learn more about the function and importance of bees in an urban habitat. As the hive yielded more honey than originally expected, all pre-school children were happy to receive a small jar. Employees Workforce 2022 was a year of transition for Adler Group. In view of the extensive disposals and the announcement that further properties from the remaining portfolio and the majority of development projects may be sold, Adler Group’s headcount has decreased significantly. While some of the employees were taken over by the buyers, some have also been made redundant due to internal restructuring and others have decided to leave the Company of their own accord. Employee turnover (EPRA Emp-turnover) was therefore particularly high in 2022. Nontheless, Adler Group had no major difficulties in filling any vacant positions to maintain operational processes. This applies to both the management level and all other areas. As at 31 December 2021, Adler Group employed 1,277 people. In the course of 2022, 472 employees left the Company for new employers, mainly due to the portfolio disposals and the associated transfer of operations. A further 229 employees left voluntarily or due to structural consolidation measures. On the other hand, 155 new employment contracts were concluded in the year under review, which meant that the workforce as at 31 December 2022 amounted to 731 people (y-o-y reduction of 546). Headcount 31 December 2021 1,277 Reduction due to portfolio disposals 472 Reduction due to restructuring or termination 229 Additions 155 31 December 2022 731 thereof women 331 thereof men 400 HR work at Adler Group was mainly characterised by the following objectives in 2022: • Further enhance the attractiveness of Adler Group as an employer; • Continue the diversity campaign launched in the year before; • Expand personnel development opportunities and offers; • Improve communication between management and employees; and thus • Increase overall employee satisfaction with their work environment in terms of both monetary and non-monetary aspects. Employee satisfaction In the second half of 2022, the HR department of Adler Group carried out a survey among its employees, the structure and content of which were largely in line with the previous year’s survey. One of the objectives of this survey was to find out whether the changes introduced since the last survey had borne fruit. The first positive result: participation reached 66%, which was considerably higher than the previous year’s 55%. On an equally positive note, general satisfaction with working for Adler Group and the motivation to work for the Company have also increased compared to the previous year. Employee statements on loyalty to Adler Group as an employer or on recommending the Company as an employer also remained high, albeit slightly lower than in the previous year. Nevertheless, in light of the adversities which Adler Group had to face, these were surprisingly good results. While the survey substantiated a positive trend over time, the service provider commissioned with the survey added another surprising statement. As it turned out, Adler Group outperformed not only its peers but also the average of the entire German working population with respect to all criteria in the survey. The comparative data was collected by functionHR GmbH, a Munich-based analysis house that covers a wide range of HR matters. In addition, the survey provided important information on how to further improve the commitment and the motivation of the employees. Many employees rated highly that they were able to help shape corporate processes by collecting ideas, suggestions and proposals in order to further develop Adler Group’s corporate culture, initiate change and support sustainable growth. The results of the survey suggest that Adler Group has even become more attractive as an employer, despite all adversities on the financial market. This is further substantiated by the fact that Adler Group received a large number of new job applications in 2022. One of the key objectives of HR work was thus achieved in 2022. Improve transparency The positive outcome of the 2022 employee survey is apparently related to the fact that the right lessons were learnt from the results of last year’s survey. It had revealed that the employees mainly wanted more transparency. In response to this finding, Adler Group began communicating much more intensively in 2022. In so-called “fireside chats”, senior management, managers and employees provided comprehensive information about current developments for the Adler Group. On these occasions, everybody was given the opportunity to talk about anything of concern: the portrayal of Adler Group in the media, the aspect of job safety, the consequences of the portfolio adjustments, or the larger and smaller everyday concerns that differ from location to location. These talks were held at all major locations – in Berlin, Düsseldorf, Dresden, Frankfurt/Main and Hamburg. In addition to these face-to-face discussions, virtual meetings for all employees were held (the so-called Townhall meetings) as well as summer parties and Christmas events, where employees again had the opportunity to exchange thoughts and ideas. Last but not least the frequency of communication was increased via internal communication channels, with the result that employees felt better informed. In the year under review, 125 occasions arose for internal communication, more than two per week. The communication initiative promoted mutual understanding of the current situation for managers and staff alike. The opportunities to talk openly with one another meant there was no reason for conjecture, suspicion, rumours or even resentment. There was simply no basis for this. On the other hand, mutual understanding and respect improved. The appraisal talks held at least annually to measure employee performance and discuss individual development needs were also used to increase transparency. Giving and receiving feedback played an essential role in building additional and sustainable trust. In spring 2023, the appraisal talk process will be digitalised – a further measure to promote flexible and agile working relationships. Salaries and benefits Higher salaries and improved fringe benefits take social aspects into account. All parties concerned agree that job satisfaction is not achieved with monetary benefits alone. Nevertheless, salary increases or bonus payments make employees understand that their commitment and performance are recognised and appreciated. For this reason, Adler Group increased salaries in 2022 based on social considerations and introduced a whole range of additional benefits, both monetary and non-monetary. The increase in gross monthly salaries starting from July 2022 ranged from three percent for higher salary groups to seven percent for employees with lower salaries thus balancing out some of the social and financial challenges which had arisen with the strong increase in the cost of living. At the same time, this approach reduced the spread of salaries to a certain degree. Most employees welcomed this decision. In Adler Group’s effort to provide particular support to those who need it most, the Company has granted a number of additional benefits in the year under review, some of which were monetary in nature. As these are fixed in absolute amounts, they also result in a higher percentage benefit for lower salaries. Employee benefits in detail • Compensation of travel expenses (including private) up to EUR 90 per month per employee; • 15% subsidy to employee savings in the Company pension scheme; • Payment of the monthly membership fee exceeding EUR 20 for participation in the corporate fitness programme involving access to more than 5,000 gyms and yoga studios, swimming pools, crossfit and boulder facilities throughout Germany; • Gifts and presents on the occasion of birthdays, jubilees, weddings and child birth; • Free fruit and beverages at all locations; • 30 days vacation for all full-time employees; • Special conditions (in the form of vouchers or discounts) with suppliers of consumer goods and service providers; • Volunteer time off (“Clover days”) for employees to work in social projects at full pay. As additional monetary benefits appear on the salary slips, Adler Group is able to analyse the acceptance of these special benefits. They were used by up to 60% of employees. In line with the statutory provisions, Adler Group supports parents-to-be among its employees and grants them parental leave. In 2022, this was taken up by 28 employees (previous year: 50), of which 17 (previous year: 36) were expectant mothers and 11 (previous year: 14) were expectant fathers. As a matter of principle, Adler Group strives to provide equal pay for equal work. If a position is newly filled, a male candidate will receive the same salary as a female candidate. The leeway for management positions may be greater to offer room for negotiation. Adler Group has not set itself the specific goal of a gender-balanced workforce, if only because it is hard to find any female applicants for certain job profiles (EPRA Diversity-Emp). Average salaries of men and women still differ, but according to Adler Group’s analysis, this is not due to discrimination. The differences are caused by other effects such as higher average age or time of service among the male employees. The location also plays a role, as salaries vary from region to region. The average salary of female employees at the level directly below the board (C-1) is at 98% of the average salary of male employees. At the second managerial level (C-2), the average is at 77%. In this salary group, the age difference between male and female employees is particularly high. At the third managerial level (C-3), the average is 92%. Among the employees without any managerial responsibilities, female employees achieved an average of 96% of the average salary of all employees at Adler Group. (EPRA Diversity-Pay). Average salaries of female employees compared to the relevant reference group in percent 2022 2021 C-1 98 107 C-2 77 79 C-3 92 n/a Total workforce (excluding managers) 96 90 Responsibility for the workforce during times of structure change Adler Group sold significant parts of its property portfolio in 2022. In line with the duty of care it has for its employees, it made sure that the acquirer would not only buy the property but also guarantee the almost 500 jobs associated with the management of these properties. This avoided redundancies as the employment contracts were transferred to the acquirer as well. In only very few cases did employees decide to resign voluntarily. The remaining employees understood the decision as it was meant to be understood: while employers cannot necessarily avoid restructuring, they can ensure that it is not executed at the expense of the employees. Personnel development Personnel development expanded Part of being an attractive employer is linked to offering employees opportunities for further training or development based on the individual focus of their work. Adler Group has broken new ground in 2022 in this respect, too, and ventured to significantly expand its personnel development offers. This comprises general qualification and further training programmes, but also individual talent management. Personnel development measures are generally open to the entire workforce. In addition, targeted development programmes that take all corporate and individual aspects into account venture further and provide employees with the option of growing into any suitable position within Adler Group. During the restructuring phase 2022/2023, these development programmes at Adler Group also include resilience training to prepare for changes that are related to the portfolio adjustment but also to prepare for the increasing digitalisation. One important building block of this approach is to promote individual internal talents to grow into specialist and managerial roles. In the course of the year, a total of 695 employees have used the personnel development offers and spent a total of 4,040 hours with such measures. This corresponded to an average of 5.8 further training hours per employee (EPRA Emp-Training), which is around four times as many as in the previous year. The topics in these further training courses ranged from accounting, IT, real estate planning and management, quality management or communication to presentation techniques. Further they included foreign language classes, coping techniques to better handle disruption in the work environment or resilience training. In addition, Adler Group also offered numerous mandatory training courses for all employees, provided the respective content was relevant to their role: occupational safety in the offices, German General Act on Equal Treatment, IT security, data protection, prevention of corruption, handling of gifts, invitations, donations or sponsoring. Chamber of Commerce and Industry award as outstanding training institution In addition to promoting existing talent participating, Adler Group also seeks its next generation of employees by participating in vocational training programmes. In 2022, Adler Group had a total of nine trainees in vocational training and college and two trainees in a dual university studies. Adler Group’s training activities, which predominantly focus on careers in the real estate industry, were again positively recognised in 2022. As in previous years, the Berlin Chamber of Commerce and Industry awarded Adler Group for its outstanding qualities as a training institution. Diversity Diversity as a strength in the workplace For Adler Group, diversity is a matter of course, as it means equal opportunities and tolerance, equal and fair treatment of all employees and appreciating different ways of thinking, different views and assessments. While people from 35 different nationalities are employed at Adler Group, they also have a wide range of educational qualifications and backgrounds. Open and respectful intercultural communication promotes mutual understanding and helps avoid diversity-specific barriers in professional development. The talent management programme, for instance, takes diversity criteria into account in the selection of potential candidates, thus promoting diversity at all levels of the Company. Diversity in the workplace is documented based on numerous key figures (see graph below). In 2022, Adler Group signed the Diversity Charter, a voluntary commitment launched by German companies and institutions in 2006 to promote a work environment without prejudices. Its signatories committed to creating and promoting equal opportunities for all employees in their Company. At Adler Group, diversity is structurally and organisationally anchored in the “Diversity & Inclusion” working group, which also includes representatives of the senior management. Adler Group has standardised, documented and published its general principles and beliefs that guide any diversity endeavour in the Company. The various guidelines are available on the Company website at https://www. adler-group.com/en/investors/corporate-governance/compliance-and-policies Diversity in the workplace 2022 Distribution according to age group < 30 years old 14.1% 30 to 39 years old 27.2% 40 to 49 years old 23.5% 50 to 59 years old 24.1% > 59 years old 11.1% Nationalities 35 Gender distribution Men 54.7% Women 45.3% Proportion of employees with disabilities in the workforce 4.7% Proportion of parents in the workforce 51% Respect for labour rights and human rights Like diversity, compliance with labour and human rights is also a matter of course for Adler Group. This is based on the United Nations Guiding Principles on Business and Human Rights, codified by the signatories in the International Covenant on Civil and Political Rights (CCPR) and the International Covenant on Economic, Social and Cultural Rights (CESCR). Compliance with human rights as required by the German Act on Corporate Due Diligence Obligations in Supply Chains (LkSG) is equally self-evident for Adler Group. Labour policies of Adler Group are explicitly aligned with the general principles of the International Labour Organisation (ILO) and its corresponding conventions, compliance with which Adler Group also requires of its suppliers. Adler Group undertakes to respect, comply with and enforce the Universal Declaration of Human Rights of the United Nations with its 30 articles and eight fundamental principles (conventions, rights at work) of ILO. This commitment includes all employees working for Adler Group, irrespective of the nature of their employment contract, as well as other employees in the value chain. Health and safety At Adler Group, the Health & Safety department ensures that workplaces are free from any health hazards, that they enable ergonomically correct work and that all first aid facilities are functional in the event of potential injuries. The department was also in charge of coordinating all activities in connection with the Covid-19 pandemic, such as issuing face masks to employees or advising them of the recommended conduct. Adler Group further improved occupational health and safety in 2022, primarily by training several new HSE managers (Health, Safety, Environment). The great interest and commitment of Adler Group employees in this respect was remarkable. Accidents in day-to-day work were largely eliminated thanks to the extensive health and safety precautions. There were only 16 accidents at work or on the way to work in 2022. There were no deaths in 2022. 6.0% of all work days were lost due to illness (EPRA H&S Emp). Procurement The different departments of Adler Group generally deal with the type, implementation and volumes of goods and services purchased, especially with regard to construction materials. The procurement department of Adler Group assumes an advisory role in these processes, for instance by providing advice on sustainable alternatives. Furthermore, the procurement department has documented sustainability characteristics as minimum requirements for products and materials to be purchased. From 2023 onwards, these requirements will be tightened, and the Group will also monitor more consistently the sustainability performance of the services provided in cooperation with the departments directly involved. In addition, Adler Group consistently updates its catalogue of requirements for materials and products. This states a (more) sustainable alternative for each product, as well as the available brands, qualities and standards. In the future, this catalogue is supposed to comprise all procurement items and also include heating systems, for instance. The new sustainability catalogue will then be applicable for all purchases. It will define requirements that must be observed when making decisions concerning, for example, construction materials, office supplies, vehicles and equipment, or services. The procurement department works closely with the other departments in order to satisfy the various requirements in the Company and to cover the entire range of suitable products and services. At the same time, Adler Group intends to enter into more strategic partnerships with manufacturers or suppliers in order to develop particularly sustainable products. Adler Group’s procurement department wants to set targets and develop a comprehensive purchasing strategy for sustainable procurement. This will allow the Group to respond to statutory requirements, but also to develop its own suggestions for more sustainable products and technologies. With this approach, Adler Group intends to act as an innovation driver for sustainability in the real estate market. Adler Group procures most of its materials, goods and services in EU member states with only very minor volumes from outside of the European Union. However, in accordance with the German Supply Chain Act (LkSG), the procurement department of Adler Group monitors all major suppliers and all suppliers potentially affected by labour and/or human rights violations to ensure that they comply with the legal requirements. To date, Adler Group is not aware of any incidents in which suppliers have violated the German Supply Chain Act (LkSG). residential rental portfolio 26,202 units operational employees 731 people average residential in-place rent EUR/m2/month 7.58 LIKE-FOR-LIKE RENTAL GROWTH 1.5% VACANCY RATE total portfolio 1.3% INCOME FROM RENTAL ACTIVITIES EUR 369.4 million FFO 1 EUR 86.8 million EPRA LTV 74.5% Fundamentals of the Group Business model Adler Group S.A. is a well-diversified residential real estate company which, as per balance sheet date, holds and manages approximately 26,200 apartments, primarily based in both Berlin and North-Rhine-Westphalia. This core rental portfolio was valued at EUR 5.2 billion. Besides the rental portfolio, Adler Group owns and runs a portfolio of development projects valued at EUR 2.2 billion. In alignment with our strategy and the agreement with our bondholders under the terms of the Restructuring Plan, these development projects in larger German cities are predominately subject to sales processes, either initiated or to be initiated. Hence, our business model focuses on asset and portfolio management, property and facility management and identifying residential properties throughout Germany that present opportunities to create value by increasing rents and decreasing vacancy. Our 731 operational employees (as per 31 December 2022) are based in several locations across Luxembourg and Germany bringing us closer to our assets and tenants. Objectives and strategy We focus on actively managing our core portfolio to grow earnings and improve EBITDA margins. We focus on increasing rents through active asset management and targeted investments to modernise, refurbish and re-position our properties, while constantly screening and anticipating developments in different sub-markets. Our strategy to realise upside potential consists of the following approaches: We pursue regular rent increases up to the market levels (i) within the regulatory and legal limits as well as (ii) through tenant fluctuation without CapEx investment. In addition, we continuously review rent potentials and pursue growth beyond the rent tables through targeted CapEx investments to modernise, refurbish and/or re-position our properties allowing for higher rent levels. Lastly, we reduce portfolio vacancy by active marketing with an approach tailored to the respective micro-location. Our strategy allows and also leads us to choose high quality tenants which continuously improves our tenant structure by maintaining our portfolio assets at the market standard suitable for current demand. We seek to optimise our portfolio and recycle capital through selective investments and disposals. By disposing of non-core assets, we aim to streamline our rental portfolio by increasing our focus on mid and large-size cities where we can manage a critical mass of assets and simultaneously improve our profitability and portfolio KPIs. By selling selected assets at or around book value, we aim to continuously demonstrate the resilience of the German residential real estate market. Active capital recycling enables us to reduce our leverage and ultimately to improve the capital structure of the group. We are committed to adding value through development and modernisation thereby driving organic growth. Selected CapEx and modernisation measures in our core portfolio will elevate the quality of our rental portfolio and simultaneously improve the energy efficiency. Competitive strengths We benefit from a fully integrated, efficient and scalable in-house real estate portfolio management platform, led by an experienced management team focused on growth and value creation. This platform enables us to create value across the entire spectrum of real estate portfolio management, including identifying, acquiring and managing suitable real estate assets or portfolios. Our platform, combined with our in-depth knowledge of the real estate market, makes us well suited to identify portfolio assets that can be improved through targeted capital expenditure. Our management team is experienced in in-house asset management, property and facility management and construction management. Furthermore, we have qualified teams of real estate professionals in all areas of our business operations which allow us to be flexible in adapting to market conditions to sustain further portfolio growth. We are a top-tier residential real estate platform with a high quality portfolio that is diversified across core locations in Germany. We have sharpened our portfolio by disposing of non-strategic yielding assets leading to a range of assets in German cities with attractive yield potential. The core real estate portfolio of the Adler Group comprised approximately 26,200 residential units as of 31 December 2022. In particular, the Berlin residential market, which accounts for the majority of our portfolio, continuously benefits from a combination of positive net migration, an increase in qualified workers, a decreasing average household size and limited supply of new rental units, ultimately resulting in continued rental growth, which we expect to positively impact our business. We are committed to tenant satisfaction through our business approach. We strive for tenant satisfaction and place our tenants at the centre of our operations. We demonstrate high responsiveness to our tenants’ needs and actively manage communications with our tenants through in-house and external call centres. Furthermore, we maintain our properties at the market standard suitable for the current demand through ongoing investments. Our business approach leads to better tenant satisfaction as shown by our sustainable high rent collection rate and decreasing number of vacancies in our properties. Financial performance indicators As outlined at various places in this report (e.g., refer to the section “Material Events”), Adler Group has been exposed to a crisis that was partly self-inflicted and largely caused by external factors throughout the financial year 2022. The crisis itself manifested in liquidity constraints, lack of financing capacities and dried real estate markets that made portfolio sales almost impossible. By coping with this crisis, management decided to focus on always preserving enough liquidity as well as on net rental income as the main key performance indicators. The other financial performance indicators outlined below were not suspended but were followed with a much lesser focus than usual. Consequently, we waive the explicit description of the below listed financial performance indicators. The European Public Real Estate Association (EPRA) changed its definition of net asset value (NAV) in October 2019 and it was applied for the first time in the 2020 financial year. The key figures NAV and NNNAV have been replaced by three new figures: Net Reinstatement Value (NRV), Net Tangible Assets (NTA) and Net Disposal Value (NDV). In addition to the new EPRA NAV metrics, we continue to show EPRA NAV based on the previous EPRA Best Practice Recommendations (BPRs). EPRA NAV represents the fair value of net assets on an ongoing, long-term basis. Assets and liabilities that are not expected to crystallise in normal circumstances, such as the fair value of financial hedging derivatives and deferred taxes on property valuation surpluses, are therefore excluded. Similarly, trading properties are adjusted to their fair value under the EPRA NAV measure. EPRA NAV makes adjustments to IFRS NAV to provide stakeholders with the most relevant information on the fair value of the assets and liabilities within a true real estate investment company with a long-term investment strategy. Adler Group had an outstanding convertible bond, which might have been converted into equity at maturity. To take this fact into account, we present all the NAV metrics on a diluted basis as well which includes the fair value of the convertible bond and the fully diluted number of shares at the corresponding reporting date. Calculation of EPRA NAV Total equity attributable to owners of the Company (+) Revaluation of inventories1) (–) Fair value of financial instruments2) (–) Deferred taxes3) = EPRA NAV 1) Difference between inventories carried in the balance sheet at cost (IAS 2) and the fair value of inventories. 2) Fair value of financial instruments that are used for hedging purposes where the Company has the intention of keeping the hedge position until the end of the contractual duration. 3) For EPRA NAV and EPRA NRV: Deferred tax as per the IFRS balance sheet in respect of the difference between the fair value and the tax book value of investment property, development property held for investment, intangible assets, or other non-current investments. For EPRA NTA: Only deferred taxes relating to the proportion of the portfolio that is intended to be held in the long-run and not sold are excluded. The objective of the EPRA NRV measure is to highlight the value of net assets on a long-term basis. Assets and liabilities that are not expected to crystallise in normal circumstances, such as the fair value movements on financial hedging derivatives and deferred taxes on property valuation surpluses, are therefore excluded. Since the indicator also aims at reflecting what would be needed to recreate the Company through the investment markets based on its current capital and financing structure, related costs (such as real estate transfer taxes) are included. Calculation of EPRA NRV Total equity attributable to owners of the Company (+) Revaluation of inventories1) (–) Fair value of financial instruments2) (–) Deferred taxes3) (+) Real estate transfer tax4) = EPRA NRV 4) For EPRA NRV: Real Estate Transfer Tax on investment properties is the gross value as provided in the valuation certificate (i.e., the value prior to any deduction of purchasers’ costs). For EPRA NTA: The Company has a history of successfully completing share deals; and there is a reasonable expectation that the Company can also do so in the future. Therefore, transfer tax optimisation adjustment has been used by applying the implied average transfer tax consistently achieved in the past. The underlying assumption behind the EPRA Net Tangible Assets calculation assumes that entities buy and sell assets, thereby crystallising certain levels of deferred tax liability. Calculation of EPRA NTA Total equity attributable to owners of the Company (+) Revaluation of inventories1) (–) Fair value of financial instruments2) (–) Deferred taxes3) (–) Goodwill (+) Real estate transfer tax4) = EPRA NTA EPRA Net Disposal Value presents a scenario where deferred tax, financial instruments and certain other adjustments are calculated as to the full extent of their liability, including tax exposure not reflected in the balance sheet, net of any resulting tax. This measure should not be viewed as a “liquidation NAV” because, in many cases, fair values do not represent liquidation values. Calculation of EPRA NDV Total equity attributable to owners of the Company (+) Revaluation of inventories1) (–) Fair value of fixed interest rate debt5) (–) Goodwill = EPRA NDV 5) The difference between the fair value of fixed interest rate debt and book value included in the balance sheet as per IFRS. NOI (net operating income) equals total revenue from the property portfolio less all reasonably necessary operating expenses. Aside from rent, a property might also generate revenue from parking and service fees. NOI is used to track the real estate portfolio’s capability of generating income. EBITDA from rental activities is an indicator of a company’s financial performance and is calculated by deducting the overhead costs from NOI. It is used as a proxy to assess the recurring earnings potential of the letting business. EBITDA Total can be derived by adding the net profit from project development activities, the fair value gain from build-to-hold development and the net profit from privatisations to EBITDA from rental activities. In addition, we present the NOI margin from rental activities – calculated as NOI divided by net rental income, as well as EBITDA margin from rental activities – calculated as EBITDA from rental activities divided by net rental income. These metrics are useful to analyse the operational efficiency at real estate portfolio level as well as at Company level. Calculation of EBITDA (from rental activities) Net rental income (+) Income from facility services and recharged utilities costs = Income from rental activities (–) Cost from rental activities6) = Net operating income (NOI) from rental activities (–) Overhead costs from rental activities7) = EBITDA from rental activities 6) Cost from rental activities is the aggregate amount of (a) Salaries and other expenses related to rental activities; (b) Net cost of utilities recharged; and (c) Property operations and maintenance, excluding one-off costs. Adjustments for one-off costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective. 7) Overhead costs from rental activities represent the “General and administrative expenses” from the profit or loss statement excluding one-off costs and depreciation and amortisation relating to rental activities. Adjustments for one-off costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective like impairment losses on trade receivables. Calculation of EBITDA Total Income from rental activities (+) Income from property development (+) Income from real estate inventories disposed of (+) Income from other services (+) Income from selling of trading properties = Revenue (–) Cost from rental activities6) (–) Other operational costs from development and privatisation sales8) = Net operating income (NOI) (–) Overhead costs from rental activities7) (–) Overhead costs from development and privatisation sales9) (+) Profit from portfolio sales10) (+) Fair value gain from build-to-hold development11) = EBITDA Total (–) Net cash interest12) (+/–) Other net financial costs13) (–) Depreciation and amortisation (+) Change in fair value of investment properties (+/–) Other expenses/income14) (–) Net income from at-equity valued investment15) = EBT 8) Other operational costs from development and privatisation sales is the aggregate amount of (a) Costs of real estate inventories disposed of; (b) Costs of property development; and (c) Costs of selling of trading property (condominiums) excluding one-off costs and depreciation and amortisation. Adjustments for one-off costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective. 9) Overhead costs from development and privatisation sales represent the “General and administrative expenses” from the profit or loss statement excluding one-off costs and depreciation and amortisation excluding costs relating to rental activities. Adjustments for one-off costs include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective. 10) Profit from portfolio sales includes the disposals of IAS 40 properties. This position compares the proceeds generated from the disposal with the last recognised book value and also deducts the related costs of this sale. 11) Our internally developed build-to-hold portfolio allows the Company to generate fair value gain. 12) Net cash interest is equal to “Interest on other loans and borrowings”, excluding day-1 fair value non-cash adjustment and interest capitalised for development projects, plus the nominal interest expense on bonds. 13) Other net financial costs is equal to the total “Net finance costs” from the profit or loss statement less “Net cash interest” as calculated in footnote 11) above. 14) Other expenses/income relates to adjustments for one-off costs which include items that are of a non-periodic nature, recur irregularly, are not typical for operations, or are non-cash-effective. 15) Net income from at-equity valued investment from the profit and loss statement. Starting with EBITDA from rental activities, we calculate the main performance figure in the sector, the FFO 1 (from rental activities). This KPI serves as an indicator of the sustained operational earnings power after cash interest expenses and current income taxes of our letting business. Calculation of FFO 1 (from rental activities) EBITDA from rental activities (–) Net cash interest relating to rental activities16) (–) Current income taxes relating to rental activities17) (–) Interest of minority shareholders18) = FFO 1 (from rental activities) 16) Net cash interest relating to rental activities is equal to “Interest on other loans and borrowings” relating to rental activities, excluding day-1 fair value non-cash adjustment, plus the nominal interest expense on bonds. 17) Only current income taxes relating to rental activities. 18) Interest of minority shareholders in Adler’s subsidiary Brack Capital Properties N.V. (“BCP”) as Adler’s share is only 62.78% as at 31 December 2022. Starting from EBITDA Total, we calculate FFO 2 (incl. disposal results and development activities). FFO 2 is used to indicate the total operational earnings power. Calculation of FFO 2 (incl. disposal results and development activities) EBITDA Total (–) Net cash interest12) (–) Current income taxes19) (–) Interest of minority shareholders18) = FFO 2 (incl. disposal results and development activities) 19) Current income taxes as presented in the financial statements exclude the income tax relating to the disposal of the non-core portfolio. EPRA has introduced a new metric, the EPRA loan-to-value (LTV) ratio which has been included in the EPRA Best Practices Recommendations (BPR) Guidelines 2022, as part of the EPRA Performance Measures which become effective in 2022. The Adler Group LTV has been replaced by EPRA LTV and will be reported from the publication of the 2022 annual report onwards. EPRA LTV illustrates the relationship between net debt and total property value of a real estate company and thus evaluates the gearing of shareholder equity. EPRA LTV calculation as well as the information taken from the Adler Group balance sheet is depicted below: Calculation of EPRA LTV Group as reported Share of Joint ventures 27) Share of material associatesaccociates27) Non- controlling interests 28) Total 29) Borrowings from financial institutions 20) (+) Commercial paper (+) Hybrids 21) (+) Bond loans 22) (+) Foreign currency derivatives (+) Net payables 23) (+) Owner-occupied property (debt) (+) Current accounts (equity characteristic) (–) Cash and cash equivalents = Net Debt Owner-occupied property (+) Investment properties at fair value (+) Properties held for sale 24) (+) Properties under development 25) (+) Intangibles (+) Net receivables 23) (+) Financial assets 26) = Total property = EPRA LTV in % 20) Including current and non-current other loans and borrowings. 21) Including convertible bonds. 22) Containing current and non-current corporate bonds. 23) Net payables are equal to payables less receivables on the IFRS balance sheet if that number is positive. Net receivables are equal to receivables less payables on the IFRS balance sheet if that number is positive. The position includes: Investments in financial instruments (+) Advances related to investment properties (+) Restricted bank deposits (+) Contract assets (+) Trade receivables (+) Other receivables and financial assets (+) Advances paid on inventories (–) Other financial liabilities (–) Pension provisions (–) Other payables (–) Contract liabilities (–) Trade payables (–) Provisions (–) Prepayments received (–) Non-current liabilities held for sale = Net amount 24) Incorporating inventories at fair value and non-current assets held for sale. 25) This position is included in investment properties at fair value. 26) Containing other financial assets. 27) Net debt and total property value of joint ventures and associated companies are disregarded due to immateriality reasons. 28) Non-controlling interests are only adjusted for minority shareholders in Adler’s subsidiary Brack Capital Properties N.V. for reasons of materiality, thus any other minority shareholders are not considered due to their insignificancy. 29) Total column illustrates the combined values of the previous columns. We believe that the alternative performance measures described in this section constitute the most important indicators for measuring the operating and financial performance of the Group’s business. We expect all of the above-described alternative performance measures to be of useful for our investors when evaluating the Group’s operating performance, the net value of the Group’s property portfolio and the level of the Group’s indebtedness. Due to rounding, the figures reported in tables and cross-references may deviate from their exact values as calculated. Portfolio performance indicators In addition to our financial performance indicators, we also use the following non-financial operating performance indicators. The vacancy rate shows the ratio of m² of vacant units in our properties to total m². Vacancy rate is used as an indicator of the current letting performance. The in-place rent per m² provides an insight into the average rental income from the rented properties. It serves as an indicator of the current letting performance. The like-for-like rental growth is the change rate of the net rents generated by the like-for-like residential portfolio over the last 12 months. All of the above-described non-financial performance indicators are key drivers for the development of rental income. Portfolio Overview Business performance highlights As at 31 December 2022, our residential rental portfolio has a strong focus on Berlin as well as some other larger cities primarily in North Rhine-Westphalia such as Duisburg and Düsseldorf. The figures presented in this section show the residential core portfolio and do not comprise any assets classified as held for sale (i.e, assets owned by BCP). The size of the residential rental portfolio has further decreased due to portfolio disposals completed in 2022. Please note that corresponding assets had partly already been classified as held for sale as at 31 December 2021. Therefore, those units were not included in previous year’s operational KPI figures as presented in the section below. Portfolio overview () Location Fair value EUR m Q4 22 Fair value EUR/m 2 Q4 22 Units Lettable area m 2 NRI () EUR m Q4 22 Rental yield (in-place rent) Vacancy Q4 22 Vacancy Δ YoY LFL Q4 22 Avg. rent EUR/m 2 /month NRI Δ YoY LFL Reversionary potential Berlin 4,521 3,508 18,563 1,288,729 126.7 2.8% 1.0% 0.2% 8.19 1.8% 19.9% Other 695 1,428 7,639 486,898 34.1 4.9% 2.0% 0.1% 5.94 0.6% 14.5% Total 5,217 2,938 26,202 1,775,627 160.8 3.1% 1.3% 0.1% 7.58 1.5% 18.7% () All values include ground floor commercial units and exclude units under renovation and development projects. () Annualised net rental income. In addition to our financial performance indicators, we also use the following non-financial operating performance indicators. The vacancy rate shows the ratio of m² of vacant units in our properties to total m². Vacancy rate is used as an indicator of the current letting performance. The in-place rent per m² provides an insight into the average rental income from the rented properties. It serves as an indicator of the current letting performance. The like-for-like rental growth is the change rate of the net rents generated by the like-for-like residential portfolio over the last 12 months. All of the above-described non-financial performance indicators are key drivers for the development of rental income. The total amounts spent on maintenance and CapEx in relation to the total lettable area of our portfolio are further operational figures to ensure an appropriate level of investment in our real estate portfolio. Portfolio performance Residential portfolio() 31 Dec 2022 31 Dec 2021 Number of units 26,202 27,469 Average rent/m²/month (EUR) 7.58 7.45 Vacancy 1.3% 1.1% () All values include ground floor commercial units and exclude units under renovation and development projects. The average rent per m2 increased to EUR 7.58 in the course of the year, while the vacancy rate remained at a very low level of 1.3%. Like-for-like rental growth() In % 1 Jan - 31 Dec 2022 1 Jan - 31 Dec 2021 Like-for-like rental growth 1.5% 2.5% () All values include ground floor commercial units and exclude units under renovation and development projects. Like-for-like rental growth of our Berlin portfolio amounted to 1.8% while like-for-like rental growth of the remaining portfolio stood at 0.6%. Our fully integrated active asset management is focused on rental growth and employs dedicated strategies to drive all relevant components. In units that require modernisation, we invest CapEx to improve quality to meet today’s standards and regulations. Applying the relevant regulatory framework accurately and efficiently is key to our success in maximising rental growth for our let units. Maintenance and CapEx In EUR per m² 1 Jan - 31 Dec 2022 1 Jan - 31 Dec 2021 Maintenance 4.7 5.2 CapEx 17.0 21.8 Total 21.7 27.0 Maintenance and CapEx In EUR million 1 Jan - 31 Dec 2022 1 Jan - 31 Dec 2021 Maintenance 9.9 23.1 CapEx 35.9 97.1 Total 45.8 120.2 In 2022, total investment in the core portfolio amounted to EUR 45.8 million resulting in maintenance and CapEx cost per m2 amounting to EUR 21.7. Please note that, in contrast to 2021, both maintenance and CapEx figures for 2022 do not include assets that were classified as held for sale (i.e. assets owned by BCP). Including BCP, total CapEx amounted to EUR 49.3 million and maintenance expenses amounted to EUR 13.1 million resulting in the CapEx and maintenance cost per m2 of EUR 22.0 in 2022. Vacancy split Our active asset management aims to minimise our vacancy rate while keeping the necessary flexibility for our portfolio optimisation. Vacancy() 31 Dec 2022 31 Dec 2021 Total vacancy (units) 321 309 Total vacancy (m²) 22,521 20,360 Total vacancy rate 1.3% 1.1% () All values include ground floor commercial units and exclude units under renovation and development projects. Economic Review Economic and industry-specific parameters Macroeconomic environment The overall economic development in 2022 was marked by the lasting consequences of disrupted or even completely discontinued supply chains in the wake of the Covid-19 pandemic. Massive additional burdens resulted from Russia’s attack on Ukraine, which triggered economic sanctions against Russia introduced at the beginning of the year and tightened several times over the course of the year, and led to the crisis on the energy market. Higher energy and food prices led to high inflation and further stifled economic growth. ECB and the US Federal Reserve reacted with an extreme tightening of monetary policies. This was followed by several interest rate hikes in close succession, further dampening economic growth in Europe. According to the Federal Statistical Office (Destatis), GDP in Germany adjusted for prices increased by 1.8% in 20221). Economic growth thus remained significantly below the German Federal Government’s forecasts from the beginning of the year; however, in view of the turbulence on the energy market and the geopolitical uncertainties caused by Russia’s invasion of Ukraine, the German economy proved to be far less vulnerable in 2022 than originally feared. Private households suffered a decline in their real incomes in 2022 due to the high inflation rate, despite massive government intervention. And this, in turn, dampened consumer spending. High inflation and the general uncertainty in both the economic and the geopolitical situation have also had a significant negative impact on corporate readiness to invest. Investment activity slumped over the course of the year, especially in the construction sector. Despite the difficult environment in 2022, the German labour market remained robust. The unemployment rate of 5.4% at the end of the year was only marginally above the previous year’s level (5.1%)2)3). Some of this increase was due to the fact that refugees from Ukraine were included in the unemployment statistics. The lack of qualified personnel continued to be a strong limiting factor for further growth in many sectors. Situation on the financial markets The real estate business is capital-intensive and asset-heavy. The availability of debt financing and related conditions therefore play a particularly important role in the development of the property market. 2022 was characterised by tighter monetary policies of the central banks. The Fed and the ECB have raised their respective key interest rates in several steps, especially in the second half of the year, to 4.5% in the USA and 2.0% (deposit facility) and 2.5% (main refinancing operations) in the EU. At the end of 2022, the ECB’s deposit interest rate thus reached its highest level since 2008. In line with its quantitative tightening programme, the Fed has already started shrinking its previously significantly increased balance sheet from June 2022, while the ECB also announced at its December meeting that it would start reducing its assets from March 2023. Inflation and the massive interest rate hikes by the largest central banks are also having an impact on the interest rate market, leading to higher yields and high volatility. The yields of 2-year (2.74%) and 10-year (2.57%) German government bonds both reached their respective highs within the reporting period at 30 December 2022. Development of the residential property market in Germany Demand for property investments fell sharply in the course of 2022 due to the tighter financing terms. Another important factor dampening activity was related to price expectations, which are still diverging among potential buyers and sellers of real estate and have yet to settle at a common level. Many buyers expect significantly lower multiples – but at the same time, many owners only offer moderate price reductions or none at all. This has led to transactions being postponed or cancelled altogether. According to surveys conducted by estate agents, the transaction volume for German commercial real estate, including commercially traded residential properties, amounted to EUR 65.6 billion in 2022 and thus remained 41% below the previous year’s level4). In the case of residential portfolios, the registered transaction volume declined over the course of 2022 and was around a quarter lower in the second half of the year than in the first half. According to data from the Association of German Pfandbrief Banks (vdp), residential property prices rose by 2.1%5) over the year in 2022, but fell significantly in the second half of the year. For the top 7 cities in Germany, the vdp calculated a price increase of 2.2% over the year and a decline of 2.0% in the fourth quarter of 2022 compared to the previous quarter. The main reason for this development was the decline in demand caused by the increase in interest rates. As opposed to purchase prices, rents on the German housing market increased significantly over the course of the year. In the top 8 cities in Germany, asking rents increased by an average of 1.7%6) in the first half of the year and by an average of 6.3%7) in the second half, according to surveys by estate agents; vacancy rates remained at a very low level. Demand growth in the rental market is fuelled by continued population growth, the influx of refugees and the fact that households who refrain from buying their own home due to higher financing costs remain tenants. And the number of additional apartments being made available cannot keep up with needs, especially in the cities. From January to the end of November, around 276,474 new apartments were completed in Germany, according to Destatis8). 321,757 new construction permits were issued for new apartments to be built in 2022, a figure which is significantly below the comparable figure from the previous year9). At this level, both completions and permits fell significantly short of the German government’s target of 400,000 new dwellings per year in Germany, 100,000 of which were supposed to be social housing. Development of the residential property market in Berlin More than 70% of Adler Group’s rental units are located in Berlin; in addition, Adler Group companies also realise project developments in the German capital. The development of the residential property market in Berlin is therefore particularly relevant for the Company. In 2022, the Berlin property market was very robust, much more so than in other top locations in Germany. While the realised investment volume also declined here compared to the previous year, it still amounted to EUR 8.5 billion, the fourth highest value in history. Residential property prices were 4.6% higher at the end of 2022 than twelve months earlier. While property prices in Berlin also fell in the fourth quarter compared to the previous quarter, the decrease was comparatively moderate at 0.7%. Estate agents estimate the vacancy rate on the rental housing market in Berlin to amount to just 0.9%. Further demographic growth and the intake and accommodation of refugees from Ukraine ensured that demand continued to grow throughout 2022. In their Alliance for Affordable Housing and Building, the federal state of Berlin, the municipal and private residential property sector, the Chamber of Industry and Commerce and welfare associations in Berlin agreed on a package of goals and measures to boost affordable housing in the city. 1) Destatis, Press release No. 037 of 30 January 2023. 2) Federal Employment Agency, Labour market in December 2022 (3 January 2023 Press release no. 1). 3) Federal Employment Agency, Labour market in December 2021 (4 January 2022 Press release no. 1). 4) CBRE Market Report Germany Investment Market 2022. 5) Press (pfandbrief.de). 6) BNP Paribas Real Estate, Residential Report Germany H1 2022. 7) JLL Wohnungsmarktüberblick (Overview Residential Market) Q4 2022, p. 13. 8) Destatis, Press release No. 024 of 18 January 2023. 9) Statista, Building permits issued for dwellings in Germany until November 2022. Profit situation EBITDA from rental activities decreased in 2022 compared to 2021 mainly as a result of the Northern portfolio disposal to LEG, the Eastern Portfolio disposal to KKR/Velero and the Waypoint portfolio disposal, respectively. These assets all contributed to the 2021 result, but only partly, if at all, to the 2022 result. EBITDA Total decreased in 2022 compared to 2021 mainly due to lower net operating income (NOI), primarily due to the reduced number of assets. As part of a revised development strategy, the Company has ceased to carry out any build-to-hold developments. Correspondingly, there is no contribution to EBITDA Total in 2022 resulting from fair value changes of build-to-hold developments. The pro-forma EBITDA Total for the year ended 2021 and for the three months ended as of 31 December 2021, respectively would amount to EUR 290,936 thousand and EUR 113,931 thousand, respectively, under the assumption that Adler Group would pursue the current development strategy (i.e, no build-to-hold projects). For 2022 the FFO 1 amounts to EUR 86.8 million and translates into a per share basis of EUR 0.74, whereas the FFO 2 accounts for EUR -15.8 million and EUR -0.13 per share. As at 31 December 2022 the total interest-bearing nominal debt amounted to around EUR 6.6 billion. At year-end, our average interest rate on all outstanding debt is 2.2%, with a weighted average maturity of 3.3 years and an interest coverage ratio of 1.0 () . () The interest coverage ratio (“ICR”) is defined as the EBITDA Total relative to the net cash interest in the most recent four consecutive quarters. EBITDA EBITDA from rental activities For the year ended For the three months ended In EUR thousand 31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021 Net rental income 244,506 346,188 57,029 86,859 Income from facility services and recharged utilities costs 124,848 148,904 31,008 63,883 Income from rental activities 369,354 495,092 88,037 150,742 Cost from rental activities (159,166) (216,775) (40,373) (83,029) Net operating income (NOI) from rental activities 210,188 278,317 47,664 67,713 NOI from rental activities margin (%) 86.0% 80.4% 83.6% 78.0% Overhead costs from rental activities (61,954) (50,569) (17,666) (9,145) EBITDA from rental activities 148,235 227,748 29,999 58,569 EBITDA margin from rental activities (%) 60.6% 65.8% 52.6% 67.4% EBITDA Total For the year ended For the three months ended In EUR thousand 31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021 Income from rental activities 369,354 495,092 88,037 150,742 Income from property development 115,481 122,969 17,541 44,425 Income from other services 18,498 18,126 4,554 7,680 Income from real estate inventory disposed of 228,750 502,108 - 502,108 Income from sale of trading properties 2,389 5,437 395 315 Revenue 734,472 1,143,732 110,527 705,270 Cost from rental activities (159,166) (216,775) (40,373) (83,029) Other operational costs from development and privatisation sales (389,593) (611,416) (31,675) (536,741) Net operating income (NOI) 185,713 315,541 38,478 85,500 Overhead costs from rental activities (61,954) (50,569) (17,666) (9,145) Overhead costs from development and privatisation sales (28,679) (19,674) (5,066) (8,062) Profit from portfolio sales () - 45,638 - 45,638 Fair value gain from build-to-hold development () - (82,690) - (124,809) EBITDA Total 95,080 208,246 15,746 (10,878) Net cash interest (83,281) (97,903) (19,681) (28,343) Other net financial costs (452,049) (284,566) (68,736) (108,446) Depreciation and amortisation (20,288) (19,688) (2,874) (8,291) Other income/(expenses) (584,990) (1,281,721) (414,078) (1,291,941) Change in valuation (761,851) 452,195 (392,147) (76,468) Net income from at-equity valued investments 208 758 (235) 805 EBT (1,807,171) (1,022,680) (882,004) (1,523,562) () Contains the profit stemming from the KKR/Velero transaction. (*) Figures contain the build-to-hold developments at the time of the corresponding reporting date. FFO FFO 1 (from rental activities) For the year ended For the three months ended In EUR thousand 31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021 EBITDA from rental activities 148,235 227,748 29,999 58,569 Net cash interest (46,720) (75,644) (9,725) (19,176) Current income taxes (5,004) (5,600) 975 (1,534) Interest of minority shareholders (9,732) (9,433) (2,437) (3,633) FFO 1 (from rental activities) 86,779 137,072 18,811 34,226 No. of shares () 117,510 117,510 117,510 117,510 FFO 1 per share 0.74 1.17 0.16 0.29 () The number of shares is calculated as weighted average for the related period. FFO 2 (incl. disposal results and development activities) For the year ended For the three months ended In EUR thousand 31 Dec 2022 31 De c 2021 31 Dec 2022 31 Dec 2021 EBITDA Total 95,080 208,246 15,746 (10,878) Net cash interest (83,281) (97,903) (19,681) (28,343) Current income taxes (17,873) (40,027) (8,197) (30,736) Interest of minority shareholders (9,732) (9,433) (2,437) (3,633) FFO 2 (15,806) 60,883 (14,569) (73,590) No. of shares () 117,510 117,510 117,510 117,510 FFO 2 per share (0.13) 0.52 (0.12) (0.63) () The number of shares is calculated as weighted average for the related period. Financial and asset position The Company has updated the fair value of the properties based on a third-party valuation. Non-current assets held for sale include primarily the assets owned by the Group’s subsidiary Brack Capital Properties (BCP). The Group’s total equity has decreased to EUR 1,916 million on the back of the net loss resulting, amongst others, from non-cash effective negative change in fair value of investment properties as well as the impairment of financial instruments. Financial position In EUR thousand 31 Dec 2022 31 Dec 2021 Investment properties and advances related to investment properties 6,344,294 7,115,862 Other non-current assets 324,913 337,179 Non-current assets 6,669,207 7,453,041 Cash and cash deposits 386,985 555,700 Inventories 678,572 1,093,454 Other current assets 325,758 916,541 Current assets 1,391,315 2,565,695 Non-current assets held for sale 1,648,991 3,017,588 Total assets 9,709,513 13,036,324 Interest-bearing debts 5,980,366 7,003,429 Other liabilities 611,821 730,540 Deferred tax liabilities 525,715 759,828 Liabilities classified as available for sale 678,548 849,050 Total liabilities 7,796,450 9,342,847 Total equity attributable to owner of the Company 1,417,112 2,990,383 Non-controlling interests 495,951 703,094 Total equity 1,913,063 3,693,477 Total equity and liabilities 9,709,513 13,036,324 In the tables below we present the new EPRA key figures as presented in the new EPRA BPRs and compare them with the previous EPRA NAV definition. EPRA NAVs 31 Dec 2022 () In EUR thousand NAV NRV NTA NDV Total equity attributable to owners of the Company 1,417,112 1,417,112 1,417,112 1,417,112 Revaluation of inventories (2,260) (2,260) (2,260) (2,260) Deferred tax 597,505 597,505 597,505 - Goodwill - - - - Fair value of financial instruments 806 806 806 - Fair value of fixed interest rate debt - - - 1,698,375 Real estate transfer tax - 527,630 426,948 - EPRA NAV 2,013,163 2,540,793 2,440,111 3,113,227 No. of shares 117,510 117,510 117,510 117,510 EPRA NAV per share 17.13 21.62 20.77 26.49 Convertibles 100,503 100,503 100,503 100,503 EPRA NAV fully diluted 2,113,666 2,641,296 2,540,614 3,213,730 No. of shares (diluted) 118,694 118,694 118,694 118,694 EPRA NAV per share fully diluted 17.81 22.25 21.40 27.08 () Adjusted for BCP IFRS 5 illustration which has been disregarded; the corresponding line items have been reversed into respective balance sheet positions. 31 Dec 2021 () In EUR thousand NAV NRV NTA NDV Total equity attributable to owners of the Company 2,990,383 2,990,383 2,990,383 2,990,383 Revaluation of inventories 8,167 8,167 8,167 8,167 Deferred tax 947,757 947,757 857,403 - Goodwill - - (91,400) (91,400) Fair value of financial instruments 2,412 2,412 2,412 - Fair value of fixed interest rate debt - - - 435,476 Real estate transfer tax - 700,654 501,611 - EPRA NAV 3,948,718 4,649,372 4,268,575 3,342,626 No. of shares 117,510 117,510 117,510 117,510 EPRA NAV per share 33.60 39.57 36.33 28.45 Convertibles 99,025 99,025 99,025 99,025 EPRA NAV fully diluted 4,047,743 4,748,397 4,367,600 3,441,651 No. of shares (diluted) 118,694 118,694 118,694 118,694 EPRA NAV per share fully diluted 34.10 40.01 36.80 29.00 (*) Adjusted for BCP IFRS 5 illustration which has been disregarded; the corresponding line items have been reversed into respective balance sheet positions. EPRA loan-to-value The table below shows the loan-to-value (LTV) according to the latest definition by EPRA. 31 Dec 2022 In EUR thousand Group loan-to-value Non-controlling interests () Total Borrowings from financial institutions 1,645,817 - 1,645,817 Commercial paper - - - Hybrids 100,503 - 100,503 Bond loans 4,234,046 - 4,234,046 Foreign currency derivatives - - - Net payables 867,711 (304,289) 563,422 Owner-occupied property (debt) - - - Current accounts (equity characteristics) - - - Cash and cash equivalents (386,985) - (386,985) Net financial liabilities 6,461,092 (304,289) 6,156,803 Owner-occupied property () 6,107 - 6,107 Investment properties at fair value 6,344,294 - 6,344,294 Properties held for sale () 2,325,303 (580,144) 1,745,159 Properties under development - - - Intangibles - - - Net receivables - - - Financial assets 168,961 - 168,961 Total property value 8,844,665 (580,144) 8,264,521 EPRA loan-to-value 73.1% 74.5% () The balance sheet position property, plant and equipment contains owner-occupied property in the amount of EUR 6,107 thousand. () Considers inventories at fair value (EUR 676,312 thousand) as well as non-current assets held for sale. () Considers the interest of minority shareholders in Adler’s subsidiary Brack Capital Properties N.V. (“BCP”). 31 Dec 2021 In EUR thousand Group loan-to-value Non-controlling interests () Total Borrowings from financial institutions 2,176,136 - 2,176,136 Commercial paper - - - Hybrids 216,941 - 216,941 Bond loans 4,610,352 - 4,610,352 Foreign currency derivatives - - - Net payables 528,608 (311,319) 217,289 Owner-occupied property (debt) - - - Current accounts (equity characteristics) - - - Cash and cash equivalents (555,700) - (555,700) Net financial liabilities 6,976,337 (311,319) 6,665,018 Owner-occupied property () 6,161 - 6,161 Investment properties at fair value 7,113,859 - 7,113,859 Properties held for sale () 4,119,209 (680,225) 3,438,984 Properties under development - - - Intangibles - - - Net receivables - - - Financial assets 73,063 - 73,063 Total property value 11,312,292 (680,225) 10,632,067 EPRA loan-to-value 61.7% 62.7% (*) The balance sheet position property, plant and equipment contains owner-occupied property in the amount of EUR 6,161 thousand. () Considers inventories at fair value (EUR 1,101,621 thousand) as well as non-current assets held for sale. () Considers the interest of minority shareholders in Adler’s subsidiary Brack Capital Properties N.V. (“BCP”). The table below shows the breakdown of net payables as included in the EPRA LTV calculation presented above. For the detailed methodology of the EPRA LTV calculation, please also refer to the section ‘Fundamentals of the Group’. Net payables In EUR thousand 31 Dec 2022 31 Dec 2021 Investments in financial instruments 19,234 20,228 Advances related to investment properties 0 2,003 Restricted bank deposits 77,885 71,460 Contract assets 86,862 82,237 Trade receivables 95,672 379,118 Other receivables and financial assets 118,853 423,412 Advances paid on inventories 9,194 14,884 Deduct: 0 0 Other financial liabilities (16,029) (27,168) Pension provisions (719) (1,363) Other payables (341,504) (365,880) Contract liabilities (13,924) (36,109) Trade payables (78,242) (76,383) Provisions (75,580) (73,865) Prepayments received (70,865) (92,132) Non-current liabilities held for sale (678,548) (849,050) Net payables (867,711) (528,608) Material Events In the reporting period 1. On 13 January 2022, Adler Group announced the signing of an agreement with KKR, a leading global investment firm, on the sale of approximately 14,400 residential and commercial units, predominantly located in medium-sized cities in eastern Germany. The transaction is structured as an asset deal. The agreed purchase price corresponds to a valuation of the portfolio of EUR 1.05 billion and thus a premium on the book value reported as at 30 September 2021 and independently appraised by CBRE. With this cash inflow, Adler Group delivered on its objective of deleveraging its balance sheet and reducing the loan-to-value ratio (LTV). The signed agreement corresponds to the terms of the letter of intent concluded between Adler Group and KKR/Velero at the end of October 2021. Thus, the sale above book value provides further evidence of the intrinsic value of the Adler Group portfolio. All of the investment properties were transferred to the purchaser in the course of the financial year 2022. Due to the fact that the investment properties were measured at the agreed sales price, the sale did not impact the profit of the reporting period, except costs of sales. Cash proceeds received were used to repay bank loans and borrowings in the amount of EUR 319 million. In this context, early repayment fees were incurred in the amount of EUR 10.7 million (presented as finance expenses). 2. Following the completion of the acquisition of the shares in Brack Capital Properties N.V. (“BCP”) by LEG on 6 January 2022, the Company estimates that in light of the real estate tax laws applicable in Germany, BCP’s subsidiaries may be subject to a tax liability as a result of the acquisition of the shares, for which a provision was set up at EUR 20.4 million during the reporting period. Despite the fact that the amount to be paid may be lower, BCP resolved to provide for the entire amount in the first quarter of 2022. 3. On 28 January 2022, Adler Group was informed by its statutory auditor KPMG Luxembourg that due to the ongoing forensic special investigation on the allegations made by the short seller report, which should be completed prior to the issuance of an audit opinion, it is highly unlikely that the audit of the financial statements can be concluded timely enough to allow for a publication of the audited financial statements by 31 March 2022. 4. On 31 January 2022, Dr. Michael Bütter tendered his resignation from the Board of Directors of Adler Group with effective date of 31 January 2022. This resignation was driven by the recent decision of the supervisory board of Union Investment Real Estate GmbH to assign Dr. Bütter additional areas of responsibility within the regulated real estate division of Union Investment with the approval of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin). After due consideration by all relevant parties, there is a consensus that these new responsibilities within Union Investment Real Estate GmbH could potentially give rise to conflicts of interest, which must be avoided in the interests of both companies. 5. On 11 February 2022, the international rating agency Standard and Poor’s (S&P) lowered the long-term issuer credit rating on Adler to “B-” from “B+” and lowered the issue ratings on its senior unsecured debt to “B” from “BB-”. The ratings were placed on CreditWatch negative. 6. On 16 February 2022, the members of the Board of Directors of Adler Group appointed Prof. Dr. A. Stefan Kirsten as a new member of the Board of Directors and elected him as Chairman of the Board of Directors with immediate effect. The previous Chairman of the Board of Directors, Dr. Peter Maser, was elected as Deputy Chairman. 7. In first half year of 2022, Adler Group agreed on a debt restructuring with two major non-controlling shareholders in its subsidiaries (Taurecon and Amelicaster). All receivables and loans against these shareholders were combined under two loan agreements at market interest rates. The loans mature on 30 September 2024 and are secured by share liens. As at 31 December 2021, one loan granted to Taurecon Invest IX GmbH (nominal amount as at 31 December 2021 EUR 46.3 million) was measured at fair value through profit and loss (“FVtPL”) due to the borrower’s settlement option in shares. In the reporting period, this loan was turned into a plain loan agreement (i.e., no settlement option) and includes collateral as well. The amendment resulted in the derecognition of this loan measured at FVtPL which resulted in an income of EUR 12.3 million (presented as finance income). As a result of this amendment, this loan meets the “solely payment of principal and interest criteria” and has been measured at cost subsequently. 8. During March 2022, BCP completed a private placement of NIS 528,440,367 par value of debentures (Series B) by way of expansion of the registered series. This corresponds to a nominal amount of approximately EUR 150 million with an effective interest rate of approximately 1%. The gross proceeds from the private placement of approximately EUR 163.5 million were received during the reporting period. This led to an increase in cash proceeds of EUR 162.5 million and to an increase in bonds by EUR 163.5 million. Due to the reclassification as held for sale (IFRS 5), the amount has been included in non-current liabilities held for sale and in the cash flows of the disposal group separately. 9. Current derivatives liabilities included the written call option granted by Adler to LEG Immobilien SE to tender its remaining shares in BCP at a minimum tender offer price of EUR 157 per share (EUR 38.2 million as at 31 December 2021). After the expiration date, the liability was derecognised, resulting in a financial income in the same amount. 10. On 4 April 2022, the new federal government decided that from 2023 landlords would also have to contribute to the CO 2 levy on heating costs. A staged model is planned, which sets the share of landlords in inverse relation to the energy efficiency of the building. 11. As announced on 16 March 2022, Adler RE repaid its bond (ISIN XS1843441491) in the full amount of EUR 400 million on 19 April 2022, the maturity date. 12. On 21 April 2022, Adler Group announced that KPMG Forensic had provided the Company with the final report of its comprehensive review of the allegations of Viceroy Research LLC. This report was published on the website of the Company on 22 April 2022. KPMG Forensic did not find evidence that there were systematic fraudulent and looting transactions with allegedly related parties. However, KPMG Forensic identified deficiencies in the documentation and the processes handling those transactions. Prof. Dr. Kirsten, Chairman of the Board of Directors of Adler Group, announced a programme to address the identified weaknesses in structure and process on 22 April 2022. First results of this programme were published prior to the annual General Meeting of the Company on 29 June 2022. 13. Due to the disclaimer of opinion by the auditor on the consolidated financial statements and the annual accounts of Adler Group S.A., all members of the Board of Directors who held a mandate in 2021 offered their resignation on 30 April 2022 with immediate effect. For the continuity of the Company the resignations of Thilo Schmid, Thomas Zinnöcker as well as of Co-CEO Thierry Beaudemoulin were only accepted with effect as of the date of the annual General Meeting of the Company on 29 June 2022. The Board of Directors therefore consisted of the Chairman of the Board of Directors Prof. Dr. A. Stefan Kirsten, the CEO and Daily Manager Thierry Beaudemoulin, Thilo Schmid and Thomas Zinnöcker. At the General Meeting the Board then stood for re-election. 14. On 3 May 2022, the Company issued a declaration of rescission regarding the sales contract of the development project Offenbach-Kaiserlei. The Company expected to sell this project to another investor in the course of the year. 15. On 5 May 2022, the international rating agency Standard and Poor’s (S&P) downgraded the issuer rating of Adler Group S.A. and Adler RE from B- to CCC with outlook negative. The rating of the unsecured bonds was lowered from B to CCC. The ratings were removed from CreditWatch negative. 16. On 17 May 2022, the Company announced that effective 1 June 2022, Thomas Echelmeyer will join the Senior Management of Adler Group as interim Chief Financial Officer (CFO). He will hold this position temporarily until the CFO position is finally filled. On 29 August 2022, the Board of Directors appointed Mr Thomas Echelmeyer as its Chief Financial Officer, effective 1 September 2022. The Board of Directors will propose to the next annual General Meeting or extraordinary General Meeting to appoint Mr Echelmeyer as an additional member to the Board of Directors. Also the Company announced that the Board of Directors concluded that it is not advisable for the Company to pay a dividend in the light of the existing disclaimer of opinion by the auditor. Accordingly, the Board recommended to the AGM to not pay a dividend for the financial year 2021. Furthermore, the Company announced that KPMG Luxembourg Société anonyme (“KPMG”) informed the Company that KPMG is not available to audit the 2022 stand-alone and consolidated financial statements of the Company. The Company initiated a selection process to appoint a new auditor for the Company. 17. On 29 June 2022, the annual General Meeting (AGM) was held. All proposed resolutions were adopted with a majority ranging from 89.20% to 99.998% and all Board members were confirmed for a period of three years until the AGM in 2025. Furthermore, the Company launched a tender for the mandate to audit its stand-alone and consolidated financial statements for the financial year 2022. The tender ended on 13 July 2022. In that time, no applications had been received. Thereafter the Company started a process to invite auditing firms individually. 18. In August 2022, Adler RE appealed against the decision of the German Federal Financial Supervisory Authority (“BaFin”) relating to the finding of an error in Adler RE’s consolidated financial statements as 31 December 2019. In essence, BaFin’s derivation of the error finding is based on what BaFin considers to be an overvaluation of the “Glasmacherviertel” real estate project. Adler Group and Adler RE repeatedly pointed out publicly that the property valuations were carried out by a professional, independent expert. In addition, the valuations included in the consolidated financial statements of the Adler Group had been audited and certified on several occasions. 19. On 3 August 2022, LEG Immobilien SE announced it will refrain from the acquisition of further shares in Adler RE’s subsidiary Brack Capital Properties N.V. (“BCP”). The Senior Management of the Group together with Adler RE are evaluating further options for the value of the investment in BCP, taking into account the interests of all stakeholders. In view of the high quality of the portfolio, Adler Group is confident of finding a solution within a reasonable period of time. Real estate brokers have been appointed to engage with potential investors regarding an acquisition of BCP. BCP and its business activities are therefore still considered as disposal groups and consequently accounted for under IFRS 5. 20. On 11 August 2022, Adler Group announced the completed sale of the development projects Ostend Quartier and Westend Ensemble – Upper West – Lea B, both located in Frankfurt am Main. Both projects were formerly owned by Adler Group’s subsidiary Consus Real Estate AG. The two projects were sold in separate transactions to institutional investors. Both transactions closed in August and the combined cash proceeds of c. EUR 166 million have been received. The project debt including interest in the amount of EUR 65 million related to one transaction was fully repaid. 21. On 14 August 2022, the Board of Adler RE decided to extend the loan agreement for the granting of a loan in the amount of EUR 200 million to its subsidiary BCP. The amendment agreement postpones the due date for repayment of the loan from 23 May 2023 to 29 December 2023. At the same time, the period for drawing down the uncalled loan commitments has been extended. The extension of the loan agreement provides BCP with additional flexibility in its financing. At that date, EUR 100 million of the EUR 200 million had been drawn. 22. For reasons of prudence, the Board of Directors previously decided not to submit a dividend proposal to the shareholders of the Adler Group until an unqualified audit opinion has been issued and will therefore not make any forward-looking statement on the dividend until further notice, as agreed by the Board of Directors on 29 August 2022. 23. On 3 October 2022, Adler Group announced that, as expected, the option period for the irrevocable tender commitment for 63% of the shares in BCP granted to LEG Immobilien SE expired on 30 September 2022, without a public tender offer. 24. On 17 November 2022, Adler Group announced that it was appealing against a further partial decision by the German Federal Financial Supervisory Authority (“BaFin”). Adler Group does not share BaFin’s view related to the further finding of partial error in Adler RE’s consolidated financial statements as of 31 December 2019. Adler continues to maintain the full accuracy and correctness of the audited consolidated financial statements for the 2019 financial year. Adler will pursue legal remedies to move resolution of this issue forward. However, good and constructive dialogue with BaFin is continued despite differences of opinion . 25. On 18 November 2022, Adler Group announced that it was in advanced negotiations with its bondholders on the conclusion of an agreement to effect certain amendments of the terms and conditions of bonds issued by Adler Group S.A. as well as a provision of secured debt financing for the Adler group of companies. Whether an agreement with bondholders will be concluded is uncertain and being further assessed. In particular, the parties have not yet reached a final agreement on the content of the agreement. The conclusion of the agreement is also subject to the approval of the governing bodies of all parties. 26. On 25 November 2022, following extensive negotiations with a group of bondholders and their legal and financial advisors, Adler Group S.A. as well as its subsidiaries, Adler RE and Consus Real Estate AG (together “Adler group of companies”) entered into an agreement with the members of the steering committee of an ad-hoc group of holders of its notes supporting the stabilisation of the Adler group of companies to effect an amendment of the terms and conditions of the Notes. Concurrently with the conclusion of the lock-up agreement, the Adler Group also entered into a commitment letter with the members of the steering committee, in which they commit to provide the Adler group of companies with up to EUR 937.5 million of new funding to stabilise the Adler group of companies. Adler Group launched a consent solicitation process on 2 December 2022 to effect certain amendments to the terms and conditions of the notes. 27. On 6 December 2022, S&P downgraded the issuer rating of Adler Group S.A. as well as the rating of its unsecured debt from CCC to CC with outlook negative. The issuer rating of Adler Real Estate AG as well as the rating of its unsecured debt was lowered from CCC to CCC- with outlook negative. 28. On 20 December 2022, Adler Group announced the voting results of the initiated consent solicitation to effect the amendment of the terms and conditions of its senior unsecured fixed rate notes. There was overwhelming support in favour of the consent solicitation and resolutions were passed with the required majority regarding all, but one, series of notes. Following the failure of the consent solicitation, Adler Group proceeded to implement the amendments via an alternative route. Subsequent events The Group has evaluated transactions or other events for consideration as subsequent events since the reporting date 31 December 2022 in the annual financial statements through 26 September 2024, the date of finalisation of the financial statements. 1. On 9 January 2023, the local court of Berlin-Charlottenburg appointed KPMG AG Wirtschaftsprüfungsgesellschaft as auditor of Adler Real Estate AG (“ Adler RE ”). The judicial appointment required the acceptance of the audit mandate by the auditor, which KPMG AG Wirtschaftsprüfungsgesellschaft rejected on 11 January 2023. As of the date hereof, Adler Group did not have an auditor and continued its intensive efforts to engage an auditor. On 24 April 2023, Adler RE announced that Rödl & Partner had agreed to accept an appointment as auditor for the audit of the stand-alone and the consolidated financial statements of Adler RE for the financial year 2022. 2. On 11 January 2023, AGPS BondCo PLC (the “ New Issuer ”) was substituted in place of Adler Group as issuer of its six series of senior unsecured notes (“ SUNs ”) (the “ Issuer Substitution ”). In connection with the Issuer Substitution, Adler Group provided irrevocable and unconditional guarantees in relation to the obligations and liabilities under the SUNs, including (but not limited to) payment of the principal of, and interest on, the SUNs. On 24 February 2023, a holder of the SUNs, Plan.e.Anleihe GmbH, commenced proceedings in the Frankfurt Regional Court against Adler Group seeking a declaration that the Issuer Substitution was invalid and unenforceable. Adler Group opposed the relief sought on the grounds that the Issuer Substitution was effected in accordance with the terms and conditions governing each series of SUNs (the “ Terms and Conditions ”), and is and continues to be valid as a matter of German law and will vigorously defend against such declaration in any such proceedings. 3. On 16 February 2023, the New Issuer completed the downlisting of its EUR 400,000,000 1.500% unsecured notes due 2024 (“ 2024 Notes ”), which were admitted to trading on the regulated Market of Luxembourg Stock Exchange, on the Euro MTF. The purpose of the downlisting was to harmonise the 2024 Notes with the other five series of SUNs. 4. On 23 February 2023, BNP Paribas, as principal paying agent, received notices of termination under the Terms and Conditions from certain holders of SUNs (representing approximately 6% of the aggregate principal amount of the SUNs). Such notices were rejected by the New Issuer for procedural deficiencies. On 10 March 2023, the notices of termination were resubmitted. The New Issuer rejected one resubmitted notice for procedural deficiencies and rejected all resubmitted notices on the basis that no valid grounds for such termination exist and therefore considered the purported declarations to be invalid. On 24 March 2023, BNP Paribas again received resubmitted termination notices, which were similarly rejected by the New Issuer on the basis that no valid grounds for such termination exist and that the noteholders of the respective notes were not entitled to terminate the notes due to the presence of an ongoing Restructuring Plan proceeding. 5. On 28 February 2023, S&P downgraded the issuer rating of Adler RE from CCC- to CC with outlook negative. Adler Real Estate’s EUR 300,000,000 3.000% senior unsecured notes due 27 April 2026 (“ Adler RE 2026 SUNs ”) were also downgraded from CCC- to CC. The CCC- rating on EUR 500,000,000 1.875% senior unsecured notes due 27 April 2023 (“ Adler RE 2023 SUNs ”) and on Adler Real Estate’s 2.125% EUR 300,000,000 notes due 2024 (“ Adler Re 2024 SUNs ”) was affirmed. 6. On 17 March 2023, the Group sent a request to Adler RE to squeeze-out the remaining minority shareholders of Adler RE. Subsequently on the same date, the Group and Adler RE published an ad-hoc notification disclosing the EUR 8.76 per share cash compensation to be paid to the squeezed-out minority Adler RE shareholders. 7. On 21 March 2023, meetings of holders of the SUNs (the “ Plan Meetings ”) were held to consider and vote on the Group’s proposed Restructuring Plan (the “ Restructuring Plan ”), which aimed to facilitate a successful implementation of amendments to the SUNs and complete the wider financial restructuring of the Group (the “ Restructuring ”), and in doing so help resolve the financial difficulties faced by the Group. Subsequently on 21 March 2023, the Group announced the voting results of the Plan Meetings, noting a strong level of support for the Restructuring Plan and, more broadly, the Group’s comprehensive Restructuring proposal. 8. On 31 March 2023, Adler RE signed a comfort letter (“ Comfort Letter ”) in relation to the intra-group loan agreement dated 23 May 2022 on the granting of a loan in an amount of up to EUR 200,000,000 to its subsidiary, Brack Capital Properties N.V. (“ BCP ”). Pursuant to the Comfort Letter, Adler RE undertook to prolong the maturity of part of the loans granted under the intra-group loan agreement in an amount of EUR 70,000,000 (“ Prolonged Loans ”) by six months until 30 June 2024 if certain conditions are met. These conditions require, among others, that the Prolonged Loans have been secured by collateral provided by BCP in favour of Adler RE. BCP will provide market standard collateral as consideration for the Prolonged Loans, and the interest rate for the Prolonged Loans will be increased with effect from the original maturity date to 3-month-Euribor plus a margin reflecting the then prevailing market conditions (provided that such margin shall be no lower than 200 basis points). The remaining EUR 130,000,000 part of the loans will maintain the original maturity date of 29 December 2023. 9. On 12 April 2023, the High Court of Justice of England and Wales (the “ High Court ”) made an order sanctioning the Restructuring Plan (the “ Sanction Order ”) with the final judgement published on 21 April 2023 (the “ Judgement ”). At the hearing of the High Court’s decision to sanction the Restructuring Plan on 12 April 2023, the ad hoc group of noteholders (the “ AHG ”) opposing the Restructuring Plan stated that it would seek permission to appeal. The New Issuer opposed this application. On 25 April 2023 the High Court declined to grant AHG the permission to appeal. On 16 May 2023, AHG filed an application with the Court of Appeal for permission to appeal and requested that the application for permission to appeal and the substantive hearing of the appeal be dealt with by the Court of Appeal on an expedited basis. The Group made submissions to the Court of Appeal opposing AHG’s request for expedition and intended to oppose the AHG’s application for permission to appeal (as well as its appeal, if permission is granted). 10. On 13 April 2023, the Group announced completion of the Restructuring Plan. Pursuant to the Restructuring Plan, on 17 April 2023, the SUNs were amended in accordance with the amended Terms and Conditions governing each series of SUNs, which included, among other changes: 10.1 2.75% coupons increase until 31 July 2025; after which time, the coupons revert to their respective prior levels; 10.2 extension of the maturity date of the 2024 Notes from 26 July 2024 until 31 July 2025; 10.3 amendments restricting the incurrence of certain indebtedness by the Group, subject to certain carve-outs such as allowing the Group to incur the New Money Funding (as defined below) and refinance certain existing indebtedness; 10.4 amendments to the reporting covenants that temporarily alleviate the reporting obligations placed on the Group; and 10.5 amendments to certain other restrictive covenants to support the new capital structure and liquidity position of the Group. The key amendments are summarised in the table below: EUR 400,000,000 1.500% unsecured notes due 2024 EUR 400,000,000 3.250% unsecured notes due 2025 EUR 700,000,000 1.875% unsecured notes due 2026 EUR 400,000,000 2.750% unsecured notes due 2026 EUR 500,000,000 2.250% unsecured notes due 2027 EUR 800,000,000 2.250% unsecured notes due 2029 Maturity 31 July 2025 As initially scheduled (5 Aug 2025) As initially scheduled (14 Jan 2026) As initially scheduled (13 Nov 2026) As initially scheduled (27 Apr 2027) As initially scheduled (14 Jan 2029) Interest from 13 April 2023 to 31 July 2025 4.250% 6.000% 4.625% 5.500% 5.000% 5.000% Interest after 31 July 2025 past maturity date 3.250% 1.875% 2.750% 2.250% 2.250% Reporting covenant amendments The audited year-end financials for the years ending on 31 December 2022 and 31 December 2023 each to be delivered by 30 September 2024 Financial maintenance covenant A maintenance loan-to-value ratio (“Maintenance LTV Ratio”) covenant that will require the Maintenance LTV Ratio to not exceed 87.5% on each maintenance reporting date (first covenant testing date 31 December 2024) A Maintenance LTV Ratio covenant that will require the Maintenance LTV Ratio to not exceed 87.5% on each maintenance reporting date on and prior to 31 December 2025, and 85% thereafter (first covenant testing date 31 December 2024) Limitations on incurrence of debt The incurrence of debt other than the New Money Facilities (as defined below), certain refinancing indebtedness, and a general basket indebtedness of up to EUR 150,000,000 will not be permitted 11. On 13 April 2023, Adler Group completed a reorganisation of the Group’s corporate structure. Following the completion of the reorganisation (i) Adler Group became the sole shareholder of the newly incorporated Luxembourg entity Adler Group Intermediate Holding S.à r.l. (“Adler Group Intermediate Holding”), which became the sole shareholder of three newly incorporated Luxembourg entities (collectively, the “Collateral LuxCos”) and (ii) all shares in Adler RE, Consus Real Estate AG (“Consus”) and certain other subsidiaries, which were previously directly or indirectly held by Adler Group (except for the New Issuer and for a certain number of the shares in such subsidiaries, which continue to be held by Adler Group), were transferred to the Collateral LuxCos. 12. On 17 April 2023, S&P downgraded the issuer ratings of both Adler Group and Adler RE from CC to SD (selective default). The rating of the unsecured debt for both Adler Group and Adler RE was lowered from CC to D (default). The ratings on Adler RE 2023 SUNs and Adler RE 2024 SUNs unsecured debt was affirmed at CCC-. S&P stated that it will reassess its ratings on Adler Group and Adler RE after the Restructuring is implemented. 13. In accordance with the Restructuring Plan, the Restructuring and related committed funding of up to EUR 937,474,000 (the “ New Money Funding ”), a special purpose vehicle established for the sole purpose of the Restructuring (“ LendingCo ”) issued EUR 937,474,000 12.500% notes due 30 June 2025 (the “ New Money Notes ”) and subsequently LendingCo lent the New Money Notes proceeds to the Group via loan facilities (the “ New Money Facilities ”) under a facilities agreement dated 22 April 2023 (the “ New Money Facilities Agreement ”): 13.1 EUR 322,474,000 term loan facility with Adler Group, with proceeds funding (i) the repayment of the existing upstream loan from Adler RE and (ii) the payment of fee incurred in relation to the New Money Funding; 13.2 EUR 235,000,000 term loan facility (“ Facility ARE ”) with Adler Group, with proceeds funding a non-interest bearing shareholder loan to Adler RE to fund repayment of the Adler RE 2023 SUNs in full on its maturity date (27 April 2023). The non-interest bearing shareholder loan to Adler RE was entered into on 27 April 2023; 13.3 Up to EUR 80,000,000 term loan facility with Consus subsidiaries, with proceeds funding certain capital expenditures; and 13.4 EUR 300,000,000 term loan facility (“ Facility 2024 ”) with Adler Group, to fund a non-interest bearing shareholder loan to Adler RE to, in turn, fund the repurchase and/or repayment of the Adler RE 2024 SUNs. 14. Further to the public announcement issued by the Group on 23 February 2023 relating to results of Adler Real Estate consent solicitations, the terms and conditions of the Adler RE 2024 SUNs and the Adler RE 2026 SUNs were amended. The amendments allow Adler Real Estate to provide liens over its assets to secure the Adler RE 2024 SUNs, the Adler RE 2026 SUNs, Facility ARE, Facility 2024 and the payment-in-kind interest related to Facility ARE and Facility 2024. 15. Certain members of the Group provided guarantees and transaction security in favour of Global Loan Agency Services GmbH, as security agent, to secure the claims under the New Money Facilities. In addition, two intercreditor agreements were executed on 22 April 2023 to govern the enforcement of collateral and the waterfall for the distribution of enforcement proceeds amongst the different classes of Group creditors. 16. On 24 April 2023, Adler Group increased its share capital by EUR 42,303.68 from EUR 145,712.69 to EUR 188,016.37 by issuing 34,115,874 new shares from the authorised capital. The new shares were delivered to the New Money Investors. 17. On 27 April 2023, the Adler RE bond 2018/2023 with a nominal outstanding amount of EUR 500 million was repaid. 18. On 27 April 2023, S&P upgraded the issuer ratings of both Adler Group and Adler RE from SD to CCC+ with outlook negative. Furthermore, the issue rating on the Adler Group bond which had been extended from 2024 to 2025 and the two Adler RE AG bonds due in 2024 and 2026 were upgraded to CCC+. The rating of the remaining Adler Group bonds was raised to CCC-. The New Money Funding note was assigned a rating of B. 19. On 28 April 2023, the general meeting of Adler RE resolved on the squeeze out. However, the decision had not yet been implemented because actions for rescission and nullity are still pending at the competent regional court in Berlin. 20. On 9 May 2023, Adler RE announced a tender offer and consent solicitation in respect of its outstanding EUR 300,000,000 2.125% notes due 2024. The consent solicitation shall eliminate certain restrictive covenants and other provisions of the indenture of the bond in their entirety as well as almost all Events of Default (as defined in the indenture). By 7 June 2023, 98.86% of the outstanding notes had been validly tendered. 21. On 24 May 2023, BCP engaged with a German bank in an agreement, according to which it will extend a loan of approximately EUR 95 million by another three years. 22. On 1 June 2023, Adler Group announced the extension of its Senior Management as part of the implementation of the Restructuring Plan. With effect from 19 June 2023, Hubertus Kobe was appointed as Chief Restructuring Officer (CRO) thereby joining the Senior Management of Adler Group. The responsibilities of the newly created CRO position will primarily include overseeing the restructuring of Adler Group in accordance with the approved Restructuring Plan. Also, the employment contract of Chief Executive Officer (CEO) Thierry Beaudemoulin was renewed. 23. On 21 June 2023, the annual General Meeting (AGM)was held. All proposed resolutions were adopted with large majorities up to 100%. Thomas Echelmeyer was appointed to become Director and member of the Board of Directors in addition to his current role as CFO. The annual General Meeting also approved the appointment of both Dr. Heiner Arnoldi and Stefan Brendgen as members of the Board of Directors. Prof. Dr. A. Stefan Kirsten, Thierry Beaudemoulin, Thilo Schmid and Thomas Zinnöcker remained members of the Board of Directors. The Group’s Board of Directors thus consists of seven individuals, five of them independent, with extensive expertise in corporate governance, real estate, finance, restructuring and capital markets. 24. On 21 June 2023, the extraordinary General Meeting (EGM) approved continuing the Company. 25. On 28 June 2023, investigators from the Frankfurt Public Prosecutor’s Office and the Federal Criminal Police Office seized business records at Adler Group premises. The court-ordered investigations took place against the background of business transactions of Adler Real Estate AG in 2019 extending into 2020. The business transactions in question relate to the “Gerresheim” project and the relevant accounting as well as payments under two consulting agreements with one of the defendants. The investigations are expressly not directed against the members of the Board of Directors of the Adler Group. The Adler Group is cooperating with the authorities and fully supports the facts being clarified as quickly as possible. 26. On 29 June 2023, the Board of Directors expressed its full confidence in and support for Senior Management member Sven-Christian Frank. Previously, Sven-Christian Frank had asked to be temporarily released from his duties and responsibilities in connection with the investigations by the public prosecutor’s office in which he is listed as an accused. The Board of Directors did not comply with this request. 27. On 3 July 2023, Adler Real Estate AG agreed with its parent company Adler Group to grant it a loan of up to EUR 75 million and a term until 30 June 2025 with interest at market rates. 28. On 9 August 2023, BCP completed an exchange tender offer for its bonds (Series B), as part of which BCP repaid EUR 97,132 thousand (ILS 390,324,629) par value of bond (Series B) in consideration for EUR 53,180 thousand (ILS 213,702,734) par value of bonds (Series C) and EUR 53,385 thousand (ILS 222,563,103) in cash. 29. On 29 August 2023, Adler Group announced that its affiliate Adler RE will receive an early repayment of an intra-company loan from its subsidiary BCP in a partial amount of EUR 75 million by 31 August 2023. The early repayment is part of an original inter-company loan facility of EUR 200 million from which EUR 150 million had been drawn. Beside the early repayment of EUR 75 million, another EUR 75 million of the drawn credit will be prolonged until 29 December 2024. The remaining undrawn credit line of EUR 50 million will be terminated. 30. On 5 September 2023, Adler Group announced the completion of the sale of the Staytion - Forum Pankow development project in Berlin. Adler Group’s subsidiary Consus sold its shares in the joint venture to its JV partner Kondor Wessels. The transaction contributed to the stated goal of further deleveraging the Group in 2023 and beyond. 31. On 8 September 2023, Adler Group announced the notarisation of the sale of the so-called “Mannheim No.1” development portfolio located in Mannheim. Closing of the transaction took place in October 2023. Consus, a subsidiary of Adler Group, sold its respective assets to FONDSGRUND Investment, an investment and asset management company based in Hamburg. The Mannheim No. 1 building is adjacent to the main railway system and combines predominately commercial units with some residential units. The recently developed project consists of a lettable area of around 19 thousand m². The transaction generated net proceeds of approximately EUR 70 million for Adler Group. The selling price reflects a discount of around 10% to the valuation (GAV) of the portfolio as of 30 June 2023. The transaction contributed to the stated goal of further deleveraging the Group in 2023 and beyond. 32. On 11 September 2023, Adler Group announced the completion of the sale of the so-called “Wasserstadt” rental portfolio located in Berlin. Adler RE, a subsidiary of Adler Group, sold its shares to a real estate investor advised by Quantum. The Wasserstadt portfolio is located in Berlin-Mitte and consists of a lettable area of around 47 thousand m². The portfolio was completed in 2019 after a construction period of around two years. It is mainly for residential use and encompasses around 700 flats including more than 200 co-living spaces. The portfolios “Wasserstadt Tankstelle” and “Wasserstadt Kornversuchsspeicher” did not belong to the sold portfolio and will be marketed separately. The transaction generated net proceeds of approximately EUR 130 million for Adler Group. The selling price was broadly in line with the valuation (GAV) of the portfolio as of 30 June 2023, resulting in a discount of about 0.7%. The transaction contributed to the stated goal of further deleveraging the Group in 2023 and beyond. The sale of Wasserstadt was one of the largest transactions in the European real estate market in 2023, demonstrating Adler Group’s ability to close significant deals in a challenging environment. 33. On 29 September 2023, Adler Group S.A. successfully placed EUR 191,000,000 senior secured notes due 31 July 2025 (the “ New Notes ”). The New Notes will be issued at 100% of their nominal value and accrue an annual PIK-amount of 21%. The New Notes are secured in ranking after the relevant asset level financings and the Company’s financing obtained in connection with the restructuring under the Company’s existing intercreditor agreement (i.e., secured on a “1.5 Lien” basis). The net proceeds from the issuance of the New Notes will be used to repay the Company’s outstanding EUR 165,000,000 senior secured convertible notes due 23 November 2023 (the “Convertible Notes”) and certain promissory notes (Schuldscheine) issued by ADO Lux Finance S.à r.l. and guaranteed by the Company. The Company intended for the New Notes to be quoted on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. The issuance closed on 9 October 2023. 34. On 9 October 2023, Adler Group announced the results of the tender offer launched on 29 August 2023 (the “ Tender Offer ”) to repurchase its outstanding EUR 165,000,000 senior secured Convertible Notes due 23 November 2023. The total tendered (and not validly withdrawn) amount under the Tender Offer is EUR 69,500,000 (representing 42.12% of the nominal amount outstanding). The Company accepted the full tendered amount for a purchase price of EUR 97,000 per EUR 100,000 principal amount plus accrued interest. The Tender Offer was settled on 12 October 2023. The Tender Offer was financed with the net proceeds from the placement of new EUR 191,000,000 senior secured notes due 31 July 2025, which closed on 9 October 2023. 35. On 16 October 2023, Adler Group announced that it had successfully completed its search for an auditor for the financial years 2022 and 2023. The Board of Directors of Adler Group received a declaration of acceptance of a corresponding engagement from AVEGA Revision S.à r.l. (“AVEGA Revision”) and set in motion the convening of a General Meeting (GM) for the appointment of the auditor, which took place on 27 November 2023. A resolution was passed at the General Meeting, that AVEGA Revision will be responsible for the audit of the annual and consolidated financial statements of Adler Group for the financial years 2022 and 2023. Three other auditing firms will be responsible for the audit of the sub-areas relevant to the Group (“component audit”): Rödl & Partner had already been appointed by the court to audit the 2022 annual and consolidated financial statements of Adler RE. Morison Köln AG was commissioned with the sub-area audit of the sub-group Consus Real Estate AG. DOMUS Steuerberatungs-AG Wirtschaftsprüfungsgesellschaft will audit the individual financial statements of the German property companies of Adler Group. 36. On 19 October 2023, Adler Group announced that the competent local court in Berlin entered the resolution on the transfer of the shares of the remaining minority shareholders of Adler RE to Adler Group as the majority shareholder in the commercial register. The corresponding resolution of the annual General Meeting of Adler RE of 28 April 2023 thus became effective. The entry was enabled after the competent Superior Court in Berlin ruled in a release procedure (“Freigabeverfahren”) that the pending avoidance actions do not prevent the entry. The minority shareholders were entitled to an appropriate cash compensation for the transfer of their shares, which was set at EUR 8.76 per share of Adler RE which was resolved upon by the annual General Meeting. The cash compensation was paid out in exchange for the shares being derecognised. On 2 November 2023, Adler RE was delisted from the regulated market (Prime and General Standard). Furthermore, with effect on 4 January 2024, Adler Real Estate AG was transformed into Adler Real Estate GmbH. 37. On 27 December 2023, Adler Group announced that the German Federal Financial Supervisory Authority (“BaFin”) had concluded its examination of the consolidated financial statements and combined management reports of Adler Group’s formerly listed subsidiary, Adler RE, for the financial years 2019, 2020 and 2021. Neither a restatement nor a re-issue of the financial statements was required by BaFin. The BaFin findings have no further material impact on the consolidated financial statements in 2023. In that regard, a restatement according to IAS 8.41 was not to be made. Independent of that, the Adler RE filed appeal against the BaFin findings. 38. On 23 January 2024, Adler Group S.A. confirmed that it will continue its restructuring path as planned. This followed the same day’s decision by the Court of Appeal of England and Wales on 23 January 2024 to set aside the Sanction Order made by the High Court of Justice of England and Wales on 12 April 2023. Pursuant to the Sanction Order, the bonds issued by AGPS BondCo plc, a wholly owned subsidiary of Adler Group, were amended as of 17 April 2023. Since then, the amended bond terms have formed the basis of the Adler Group’s ongoing liabilities, and the appellants in April 2023 did not apply for the appeal to have a suspensive effect on the Sanction Order. The implementation of the restructuring in April 2023 was carried out in accordance with German law and therefore the terms and conditions of the bonds remain valid regardless of the decision by the Court of Appeal to set aside the Sanction Order. The Court of Appeal’s decision was made following a hearing lasting several days at the end of October 2023. While Adler Group respects the decision of the Court of Appeal to set aside the Sanction Order, the decision has no impact on the Adler Group or the effective amendments to the bond terms. 39. Pursuant to a decision of the Tel Aviv Stock Exchange Ltd. (“TASE”), the shares of BCP were transferred to the TASE maintenance list on 31 January 2024. 40. On 19 February 2024, Prof. Dr. A. Stefan Kirsten resigned from his office as Chairman of the Board of Directors of Adler Group S.A. with immediate effect for health reasons and left the Board. This was announced by the Company following an extraordinary meeting of the Board of Directors. Stefan Brendgen, member of the Board, assumed the office of Chairman of the Board of Directors. 41. On 28 February 2024, BCP completed the issuance of a new listed series of bonds (Series D) with a total scope of approximately ILS 360 million (equivalent to EUR 91.4 million). The bonds are linked to the CPI and are subject to a fixed interest rate (which is also linked to the CPI) of 5.05%. 42. On 27 March 2024, Adler Group announced the completion of the sale of the Wasserstadt Tankstelle development project in Berlin. The buyer was the Hilpert Group, headquartered in Würzburg. The property was leased to a petrol station until 2022 and is therefore the last undeveloped part of Wasserstadt Berlin. The transaction, which was signed in December 2023, generated net proceeds in the double-digit millions for the Adler Group. The transaction contributed to the declared goals of further reducing the Group’s debt in 2024 and beyond, as well as focusing operationally on the residential rental portfolio. 43. On 25 April 2024, Adler Group announced that it is in advanced negotiations with a steering committee of bondholders (“SteerCo”) to, among other plans, refinance and extend existing financial indebtedness, partially subordinate existing financial indebtedness and issue instruments representing majority voting control in Adler Group to bondholders. These discussions resulted in a non-binding agreement in principle and the parties were aiming for a lock-up agreement (“Lock-up Agreement”) to be signed with the members of the SteerCo and further bondholders of the Group in due course. 44. On 30 April 2024, Adler Group announced the sale of the development project FourLiving VauVau & Mensa located in Leipzig. Following the positive council resolution passed by a clear majority on 24 April 2024, the City of Leipzig notarised its acceptance of the offer and acquired the project located on Prager Strasse with a gross floor area of around 37,900 square metres and an area of around 1.5 hectares. The transaction, which was signed on 26 April 2024, generated net proceeds of around EUR 26 million at a sales price of EUR 27 million. In the challenging market environment, Adler Group sold the project at a discount of around 5% on the gross asset value as at 31 December 2023. The transaction closed in May 2024. 45. On 7 May 2024, S&P downgraded Adler Real Estate’s EUR 300,000,000 3.000% senior unsecured notes due 27 April 2026, Adler Group’s EUR 191,000,000 21.000% senior secured notes due 31 July 2025 and EUR 400,000,000 4.250% senior secured notes due 31 July 2025 to CCC- from CCC+. The issue rating of the Adler Group EUR 937,474,000 12.500% New Money Facilities due 30 June 2025 was also downgraded from B to CCC+. Moreover, the ratings of Adler Group’s second lien senior secured notes with a total volume of EUR 2,800,000,000 due between August 2025 to January 2029 were lowered from CCC- to C. The issuer credit rating of Adler Group was also downgraded from CCC+ to CCC-. 46. On 24 May 2024, Adler Group announced that Mr Matthias Moser is to be proposed as a new Board member at the upcoming annual General Meeting (AGM) on 25 June 2024. This proposed appointment followed the resignation of Prof. Stefan A. Kirsten in February 2024. Dr. Heiner Arnoldi and Thomas Zinnöcker also tendered their resignations with effect as of the upcoming AGM. Matthias Moser is a graduate economist and an expert in real estate and finance with more than 30 years’ experience. He has held a number of appointments as executive, non-executive and advisor roles in various companies, including most recently Domicil Real Estate AG, SüdeWo GmbH and GBW Immobilien AG. Following the AGM’s approval of the appointment on 25 June 2024, the Board of Directors consists of five members. The Board is therefore composed as follows: Stefan Brendgen (Chairman), Thierry Beaudemoulin (CEO), Thomas Echelmeyer (CFO), Matthias Moser, and Thilo Schmid. 47. On 24 May 2024, Adler Group announced that it had entered into a binding Lock-Up Agreement with the SteerCo supporting a comprehensive recapitalisation of the Group. The Lock-Up Agreement was signed by bondholders representing more than 60% of the 2L Senior Secured Notes (“2L Notes”) issued by Adler Group’s subsidiary AGPS BondCo plc. The first component of the agreement is to extend the existing Group debt maturities to December 2028, December 2029, and January 2030. The second component is to strengthen Adler Group’s equity by approximately EUR 2.3 billion, which is expected to be achieved through the conversion of most of the existing 2L Notes into subordinated perpetual notes with terms consistent with equity classification under IFRS, thereby stabilising the Group’s balance sheet. Together with the remaining reinstated 2L Notes of EUR 700 million, the perpetual notes form new notes, totalling approximately EUR 3 billion. Furthermore, Adler Group will be provided with up to EUR 100 million of fresh money through an increase in the existing 1L New Money Facility provided by a special purpose vehicle at the initiative of the bondholders. Additionally, the finance documents will provide for the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024, which would otherwise be applied in mandatory repayment of the existing 1L New Money Facility. As part of the recapitalisation transaction, bondholders are to receive the majority in Adler Group’s voting rights. Following the implementation of the transaction, all outstanding common shares are to represent 25% of Adler Group’s total voting rights. The remaining 75% of total voting rights will be represented by the bondholders. All common shares continue to represent 100% of Adler Group’s dividend distribution rights. 48. Effective on 31 May 2024, Hubertus Kobe, Chief Restructuring Officer (CRO) and member of the Senior Management of Adler Group, decided to leave the Company. The position of the CRO will not be filled again. 49. On 18 June 2024, Adler Group announced that its bondholders cleared the way for the Group’s comprehensive recapitalisation following a consent solicitation that was conducted after the binding agreement with a steering committee of bondholders had been announced on 24 May 2024. In the consent solicitation, more than 90% of the present and voting bondholders of each series approved the amendment of the terms and conditions of the senior secured notes issued by AGPS BondCo plc, a 100% direct subsidiary of Adler Group S.A. (the “Notes”). The 75% (present and voting) bondholder approval needed to implement the proposed amendments was far surpassed in each series of Notes, which underlined the strong and unified support received to effect certain amendments to the Notes (the “Proposed Amendments”). Adler Group stated that it will procure the implementation of the Proposed Amendments, which are subject to the fulfilment of certain conditions set out in the corresponding consent solicitation statement and will inform the bondholders as soon as the implementation conditions have been fulfilled or waived. 50. On 24 June 2024, S&P lowered the long-term issuer credit ratings of Adler Group to ‘SD’ (selective default) from ‘CCC-. Moreover, the ratings of Adler Group’s second lien senior secured notes with a total volume of EUR 2,800,000,000 due between August 2025 to January 2029 were reduced from C to D. S&P has placed the following four notes on CreditWatch: Adler Group EUR 937,474,000 12.500% New Money Facilities due 30 June 2025, Adler Group EUR 191,000,000 21.000% senior secured notes due 31 July 2025, Adler Group EUR 400,000,000 4.250% senior secured notes due 31 July 2025 and Adler Real Estate’s EUR 300,000,000 3.000% senior unsecured notes due 27 April 2026. S&P stated that they will reassess their ratings of Adler Group and Adler RE after the restructuring is implemented and expect an upgrade to a ‘CCC+’ rating. 51. In June 2024, a Berlin-based property company of Adler Group entered into an agreement with a German bank, according to which the latter extended a secured loan of approximately EUR 77 million by more than four years until October 2028. Also in June 2024, a different Berlin-based property company of Adler Group entered into an agreement with another German bank, according to which the latter extended a secured loan of approximately EUR 48 million by more than four years until December 2028. 52. On 9 August 2024, the reconvened extraordinary General Meeting (EGM) of Adler Group approved the proposed amendments to the articles of association of Adler Group, including authorising the Board of Directors to issue voting securities representing 75% of the voting rights. With this approval, the EGM voted in favour of the recently announced comprehensive recapitalisation. Bondholders invested in the 2L Notes shall receive 75% of the voting rights of Adler Group. Such voting rights will not participate in the dividends of Adler Group. 53. In August 2024, a group of Berlin-based property companies of Adler Group entered into an agreement with a German bank, according to which the latter extended a secured loan of approximately EUR 136 million by more than three years until October 2028. 54. On 19 September 2024, Adler Group declared that the comprehensive recapitalisation announced on 24 May 2024 had been completed. The recapitalisation was implemented through the conversion of certain of the existing 2L notes into subordinated perpetual notes which are classified as equity under IFRS, thereby strengthening Adler Group’s book equity by approximately EUR 2.3 billion and stabilising its balance sheet. In connection therewith, certain of the Group’s existing debt maturities were extended to December 2028, December 2029, and January 2030. Furthermore, Adler Group was provided with additional liquidity in the amount of approximately EUR 87 million through an increase in the existing 1L New Money Facility and also the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024. Additional information can be found on the Adler Group website: https://www.adler-group.com/en/investors/publications/news Forecast Report Comparison of the forecast with the actuals of 2022 Despite having experienced a continuously challenging environment in 2022 due to Covid-19, the Russian attack on Ukraine, accelerated inflation rates and a spike in interest rates, the operations developed as planned and the Company achieved its targets. In 2022, net rental income amounted to EUR 244.5 million exceeding the guidance of EUR 233-242 million. The funds from operations from rental activities (FFO 1) for the full year amounted to EUR 86.8 million, in line with the guidance of between EUR 84-88 million. Following the implementation of the proposed amendments pursuant to the Restructuring Plan of AGPS BondCo PLC, a 100% subsidiary of Adler Group, which was sanctioned on 12 April 2023 by the High Court of Justice of England and Wales, Adler Group is not permitted to declare or pay any dividends to shareholders for the year 2022 and thereafter. Forecast for 2023 Following significant disposals made from the yielding asset portfolio, Adler Group expected to generate net rental income for 2023 in the range of EUR 207-219 million. Following the sanctioning of the Restructuring Plan, the Company refrained from announcing an FFO 1 guidance for the year 2023 due to the current situation of the Group which is primarily focused on steering its liquidity situation and de-leveraging through asset and portfolio disposals. In 2023, the generated net rental income amounted to EUR 210 million which was within the guidance of EUR 207-219 million. Forecast for 2024 Following certain disposals made from the yielding asset portfolio in 2023, such as the Wasserstadt portfolio in Berlin, Adler Group expects to generate net rental income for 2024 in the range of EUR 200-210 million. Opportunities and Risk Report Risk report Adler Group continually monitors and controls risk positions in the Group in order to avoid developments which might threaten the existence of the Group and, at the same time, to exploit any opportunities that occur. The Group’s risk management governs all organisational regulations and uses a risk management system (“Risk Management System”) to monitor, identify and address business risks. The Risk Management System also enables the Board of Directors and the Senior Management of the Company to continuously identify and assess material risks within the Group and in the environment. The Board of Directors and the Senior Management currently see no risks that threaten the Group’s existence. Risk management system The Group’s risk management governs all organisational regulations and measures needed to monitor and identify business risks to address them with suitable countermeasures. As part of the risk management efforts, in 2020 the Group established a Risk Management System to record and regularly assess all identifiable risks. Using the Risk Management System, the Group decides on the measures to be taken to address the respective risks. This Risk Management System is an appropriate and effective early warning and control instrument aligned with the corporate strategy and the portfolio structure. The Group reviews the Risk Management System on a regular basis to ensure it is aligned with the current risk environment and any relevant changes to the Group’s business. The Risk Management System is documented in the Group-wide risk management manual, which defines all the main six risk categories, corresponding processes, responsibilities and reportable obligations, all as further described in detail below. In order to assess and address the level of risk that is appropriate for an organisation the size of the Group, a scoring model is used to assign a qualitative risk value (score) to individually identified risks or risk sub-categories. The qualitative assessment, as further described below, is based on the expected loss and probability of each risk occuring. Additionally, a top-down quantification scoring model that differentiates the impact of a specific risk on the funds from operations (“FFO”) and the impact of a specific risk on total assets has been introduced to the Risk Management System in 2022, as further detailed in the “Risk quantification and risk-bearing capacity” section below Risk organisation and responsibilities The Senior Management bears overall responsibility for risk management and decides on the structural and procedural organisation of risk management and on the necessary resources. It defines the risk strategy and risk policies of the Group as well as the risk management procedures. The risk strategy contains the guidelines for operational risk management. These guidelines specify, for instance, maximum loss limits above which risk mitigation measures must be taken. The guidelines also specify tolerance limits up to which a risk is considered acceptable. The Audit Committee of the Board of Directors regularly meets to discuss opportunities and risks as well as to review how effective the current risk management and internal control procedures are. The risk owners, usually division manager or head of a department, assume the responsibility for identifying, assessing, documenting, managing and communicating all material risks in their area of responsibility. They are responsible to report risks to Central Risk Management (as defined below). Risk management processes The central risk management department (“Central Risk Management”) coordinates the risk management processes, checks plausibility and consolidates the results of risk identification and assessment submitted by the risk owners and prepares regular reports to the Senior Management and the Board of Directors. At the same time, an early warning system with various early warning indicators has been established. This enables the Company’s management to take appropriate measures to avoid risks in good time. Risk identification and assessment The purpose of the scoring models is to provide the means by which the Group can identify, assess, and numerically rank its risks. The scoring models are also used to assess the relevance of the measured risks in order to identify significant risks. The risk scoring also enables the Group to continuously review and monitor risks. Categories The risks are divided into the following six categories: 1. Macroeconomic, sector-specific and socio-political environment 2. Strategic risks 3. Financial and refinancing risks 4. Operating risks in property management (portfolio) 5. Operating risks in project development 6. Company-specific risks (such as reputational, etc.) The six risk categories contain 38 risk sub-categories with a total of 106 individual risks. Qualitative assessment A scoring model is used to assign a qualitative risk value (score) to the individual risks or risk sub-categories. It is based on the expected loss and the probability of occurrence, each of which is in turn divided into the following six classes: Measures already taken to reduce or avert a risk are taken into account for both the expected loss and the probability of occurrence. An individual risk or a risk sub-category is considered relevant if the risk score is higher than 3.0, and it is considered highly relevant if the risk score exceeds 4.5. Risks and risk sub-categories with a risk score of 5 or higher are considered to be a threat to the going concern of the Group. Furthermore, a risk or risk sub-category is defined as “material” if the weighting in the overall risk assessment exceeds 5%, which is calculated as the weight of the risk category multiplied by the weight of the risk or risk sub-category within the risk category. This risk report only describes such risks that are considered material and at the same time have a risk score of more than 4.5. The Group increased the risk score required for a risk to be considered highly relevant from 4.0 in 2021 (at that time called “very relevant”) to 4.5 in 2022. In addition, the Group has added the 5% “material” classification described above to this 2022 Opportunities and Risk Report, which was not present in the 2021 Opportunities and Risk Report. The classification as “material” serves to consider and present risks that are significant to the Group’s risk situation taking into account their weighting in the overall risk assessment. As a result of these updates, the number of risks described in this 2022 Opportunities and Risk Report are lower than were included in the Group’s 2021 Opportunities and Risk Report. Risk quantification and risk-bearing capacity A top-down quantification scoring model that is based on the qualitative assessment was added to the Risk Management System in 2022. The model differentiates between the impact of a specific risk on the FFO (i.e, the part of the income statement that has an impact on liquidity) and the impact of a specific risk on total assets. The risks are categorised in a risk matrix (i.e, heat map). The matrix differentiates between the expected loss from a certain risk (in EUR million) affecting either the FFO or the total assets (or both) and the probability of its occurrence (in percent). Both criteria are divided into the same six risk classes (as in the qualitative assessment). Measures already taken to reduce or avert a risk are taken into account for both the expected loss and the probability of occurrence. The top-down quantification is carried out at the level of the sub-categories depending on their weighted contribution to the risk score of the entire Group. The following classes of expected loss and probability of occurrence have been defined: Expected loss Risk class FFO () (in EUR million) Total assets () (in EUR million) Threatening (6) > 200 > 1,500 Severe (5) > 100 - 200 > 750 - 1,500 Serious (4) > 30 - 100 > 225 - 750 Significant (3) > 10 - 30 > 75 - 225 Medium (2) > 4 - 10 > 30 - 75 Low (1) > 0 - 4 > 0 - 30 () Expected amount of damage over two years. Probability of occurrence Risk class (Percent) Probable (6) > 90 Likely (5) > 75 - 90 Conceivable (4) > 50 - 75 Seldom (3) > 25 - 50 Remote (2) > 10 - 25 Unlikely (1) 0 -10 Monitoring and reporting The Risk Management System is continuously monitored to determine whether the risk management measures taken have had the intended effect. Once a quarter, Central Risk Management prepares a risk report to inform the Senior Management and the Board of Directors about relevant risks, current status and any further developments. In addition, the Senior Management and the Board of Directors are immediately notified if new risks with potentially significant effects arise, or if existing risks become more relevant. Internal control system The internal control system (“ICS”) is a sub-sector of the Risk Management System. Control measures can avert or reduce risks. The Senior Management is responsible for implementing, monitoring and reviewing the effectiveness of the ICS as well as further developing it Accounting-based ICS According to the relevant regulations, the accounting-based ICS aims to: • ensure the profitability of business activities and protect the assets of the Company; • ensure the reliability of internal and external accounting; and • ensure compliance with the relevant legal requirements, in particular the conformity of the consolidated financial statements and the group management report with the applicable accounting policies. The Company’s accounting department is responsible for the processes that ensure uniform and standardised application of the relevant accounting policies in accordance with the International Financial Reporting Standards (IFRS) and the German Commercial Code (HGB). Furthermore, the department is responsible for collecting the content in the financial statement preparation process. A dual control procedure is in place for important approval processes. Within the scope of the further development of the Company, efforts are being made to standardise processes in order to reduce the complexity of organisational structures, workflows and IT systems in order to create more efficient and effective internal controls and to ensure the separation of functions. The Group has set up an initiative to further formalise the ICS thereby creating documented transparency and improving processes through successive digitalisation and process optimisation. One key aspect in guaranteeing the correctness and reliability of financial reporting involves deliberately separating administrative, executive, invoicing and approval functions by assigning separate responsibilities for each function. The Group uses the expertise of external property valuation specialists to ensure a fair and accurate valuation of its assets. In cooperation with the Senior Management and the Audit Committee of the Board of Directors, the internal auditors prepare a risk-oriented audit plan and verify whether the legal provisions and the guidelines for control and risk management have been complied with. The Group thus monitors the functionality and effectiveness of the defined controls. The audit plan is submitted to the Senior Management and the Board of Directors. This enables the Board of Directors to ask the Senior Management to rectify potential errors and to optimise the ICS in general. Risk environment The risk situation of the Group at the end of 2022 was attributable, mainly, to (i) the economic, political and financial factors affecting the residential and commercial real estate market in Germany, (ii) a short-seller attack and related investigations, (iii) the absence of an auditor and (iv) the worsening liquidity of the Group and its upcoming maturities, as further described below. Economic, political and financial factors Throughout 2022, raising inflation rates, supply chain disruptions, rising energy and raw material (including building material) prices caused by the war in Ukraine and the ongoing impacts of the Covid-19 pandemic had a significant negative impact on the German economy. The resulting domestic and global economic downturns, high interest rates and decreased business confidence reduced demand for residential and commercial real estate in Germany in 2022, impacting the core businesses of the Group. In addition, the Group’s ability to meet its debt services obligations may depend on its ability to sell assets at attractive prices, which is affected by the German real estate market conditions and the general economic, financial, competitive, regulatory and other factors described above that are beyond the Group’s control. Selling assets at a substantial discount to the fair value of the relevant properties could adversely impact the value of the Group’s remaining portfolio, reducing the Group’s ability to meet its debt services obligations and significantly and adversely affecting its financial performance. Short-seller attack and related investigations In October 2021, as part of a short-seller attack on the Group, a report was published making various allegations against the Group. The Group engaged KPMG Forensic to conduct a forensic investigation, and in April 2022, it found no evidence to support the allegations. However, with respect to the so-called Gerresheim transaction to an allegedly related party, KMPG Forensic was unable to refute the allegation that the sales price for the project company was excessive. The Group still believes that the fair value of the project company agreed in the transaction as reflected and testified in various audited financial statements is correct. KPMG Forensic identified deficiencies in certain aspects of governance and noted that it had not been provided with sufficient documentation to complete the audit, referring to 800,000 electronic documents.1) In 2021, BaFin and CSSF initiated an examination into the Company’s and Adler RE’s consolidated financial statements and annual accounts for the financial years 2019, 2020, and 2021. BaFin announced its view that the audited consolidated financial statements as of 31 December 2019 and the related summarised management report for the 2019 financial year of Adler RE contained accounting errors. In August 2022 and November 2022, BaFin issued determinations of accounting errors in the annual financial statements for the 2019 financial year of Adler RE, claiming errors related to a book value of a certain transaction and to the consolidation of the Company by Adler RE in 2019. The determinations of accounting errors have no impact on the validity of the 2019 annual financial statements. The Group disputes BaFin’s determination and Adler RE has filed for an annulment of BaFin’s decisions.2) The Group’s statement of 21 April 2022 on the results of the KPMG Forensic review (and other information) on this topic can be found in the Investor Relations section of the Group’s website (https://www.adler-group.com/en/investors/publications/news). The Group’s reputation suffered considerable damage from the short-seller attack report and subsequent BaFin and CSSF examination and determinations. The Group cannot exclude that it may be exposed to additional reputational damage in relation to further investigations and/or determinations by BaFin, CSSF or other regulatory and/or governmental bodies. Such investigations could also require the Group to expend significant time and resources in response, and the occurrence of any material fine or penalty may inhibit the Group’s ability to operate and generate liquidity and revenue. The Group may also be subject to additional lawsuits and investigations stemming from various allegations or forensic investigations. The Group cannot predict the number or outcome of any such proceedings and the impact that they or the matters described above will have on its financial results, but any such impact may be material. Absence of an auditor In April 2022, KPMG Luxembourg S.A. and KPMG AG Wirtschaftsprüfungsgesellschaft issued a disclaimer of opinion on the stand-alone accounts and consolidated financial statements of the Company and Adler RE for the financial year ending 31 December 2021, to the effect that the auditor was not able to obtain sufficient evidence to support the aforementioned financial statements. The auditor claimed that the preconditions for performing a statutory audit of the 2021 annual financial statements were not met.3) KPMG Luxembourg SA also stated that its audit reports on the annual accounts of the Company and the consolidated financial statements of the Group for the financial year ended 31 December 2020 should no longer be relied upon. Subsequently, during the second quarter of 2022, KPMG Luxembourg S.A. and KPMG AG Wirtschaftsprüfungsgesellschaft informed the Company that they were not available to audit the annual and consolidated financial statements for the financial year 2022 of the Company and Adler RE, respectively. In June 2022, the Company and Adler RE launched an audit tender but were unable to identify any candidates to replace the previous auditors. The absence of an auditor meant the Group was unable to complete the audit of its financial statements, putting it at risk of breaching the reporting covenants under its debt obligations. As part of implementation of the Group’s 2023 Restructuring Plan (as further described below), the six series of senior unsecured notes issued by AGPS BondCo PLC (the “SUNs”) were amended to avoid breach of the reporting covenants, which had required audited financial statements to be produced for the financial year ending 31 December 2022, by the end of April 2023. Additional consents and/or waivers were obtained by the Group to avoid breaching the reporting covenants under its other debt obligations. The Group is also subject to various Luxembourg and German laws and regulations that required the publication of audited financial statements by end of April 2023—the outcome of such anticipated violations cannot be predicted with certainty at this time and the Group could be exposed to a number of risks in relation to such violations. 1) The Group’s statement of 21 April 2022 on the results of the KPMG Forensic review (and other information) on this topic can be found in the Investor Relations section of the Group’s website (https://www.adler-group.com/en/investors/publications/news). 2) For further information, please see the following press releases by the Group: https://www.adler-group.com/en/investor-relations/translate-to-english-news-publications/news/detail-news?tx_news_pi1%5Baction%5D=detail&tx_news_pi1%5Bcontroller%5D=News&tx_news_pi1%5Bnews%5D=975&cHash=72e080b5aef3cda212a3b9a8eae84828 ; https://www.adler-group.com/en/investor-relations/translate-to-english-news-publications/news/detail-news?tx_news_pi1%5Baction%5D=detail&tx_news_pi1%5Bcontroller%5D=News&tx_news_pi1%5Bnews%5D=961&cHash=71f357e70dc8e1632db564a563c613fb 3) KPMG Luxembourg SA’s official statement on this topic can be found on KPMG’s website ( https://kpmg.com/lu/en/home/media/press-releases/2022/04/official-statement-on-adler-group-s-a.html ). Worsening liquidity and upcoming maturities During 2022, the Group was faced with a critical liquidity position and upcoming debt maturities, with Adler RE’s outstanding EUR 500,000,000 1.875% senior unsecured notes due 27 April 2023 (“Adler RE 2023 SUNs”) and an intra-group loan and other interest payments and expenses coming due. If Adler RE failed to meet the upcoming maturity of the Adler RE 2023 SUNs, creditors under certain other financing arrangements, including the SUNs, would have been entitled by cross-default provisions to terminate those financing arrangements and declare the relevant debts immediately due and payable. Such non-consensual and uncoordinated acceleration of outstanding debt would have risked significant value destruction, as the Group would have been unable to satisfy these material accelerated debt obligations given its liquidity position and inability to sell assets at the necessary speed and price. As a result, in this scenario, the directors of the debtor entities would have had a statutory duty to file those relevant Group companies into bankruptcy or insolvency proceedings. Due to the above risks, the Group proposed a restructuring plan (the “Restructuring Plan”) aimed to facilitate a successful implementation of amendments to the SUNs and complete a wider financial restructuring of the Group (the “Restructuring”). In doing so, the Restructuring Plan would help improve the Group’s liquidity position, avoid imminent defaults under the SUNs and reduce the risk of termination and acceleration of the Group’s debt obligations, and avoid the commencement of bankruptcy or insolvency proceedings of the Company or any other Group company. The Restructuring Plan Early in 2023, the Group set up a Restructuring Plan to cope with a critical liquidity position as substantial debt maturities were upcoming. The Restructuring Plan, the details of which are described in the section “Material Events”, helped to improve the Group’s liquidity position and to avoid imminent defaults as it provided EUR 937.5 million in fresh money as well as the extension of maturities of existing debt. The Restructuring Plan was sanctioned by the High Court of Justice of England and Wales on 12 April 2023 and the Group announced completion of the Restructuring Plan on 17 April 2023. The decision was appealed by a group of bondholders known as the Ad hoc Group and decided in favour of the Ad hoc Group by the competent Court of Appeal on 23 January 2024. However, as the restructuring had already been implemented while the High Court order was in force and, as such, the respective decisions cannot be unwound, the Court of Appeal’s decision has, in the Company’s view, no effect on the status of the restructuring. On 4 March 2024 the Group filed its application for permission to appeal to the Supreme Court. A settlement agreement with the counterparties was agreed on in September 2024. Although the Company believes that there are no further legal risks to the restructuring, some execution risk remains. While the Restructuring Plan 2023 secured the going concern of Adler Group at the time, the weak German real estate market continued to have a negative impact on Adler Group and its competitors, resulting in asset devaluations and low transaction volumes. This situation is not expected to ease before 2025. Therefore, Adler Group proposed to its bondholders to adjust the business plan and sales timeline, i.e., to dispose of development assets at adjusted prices until 2026, and to largely dispose of the yielding portfolio in 2027/2028 when the market is expected to have recovered. The extended timeline to dispose of assets requires an adjustment of the Group’s capital structure and liquidity. Adler Group completed this comprehensive recapitalisation in September 2024. Please refer to the “Material Events” section of this report for further details. Risk assessment as at 31 December 2022 The risk assessment as at 31 December 2022 was performed in compliance and accordance with the Group’s Risk Management System described above. Quantification scoring model The risk status identified by the Group under its top-down quantification scoring model as at 31 December 2022 is illustrated in the following heat map, showing the number of risks in the individual expected loss and probability of occurrence clusters: Expected loss (in EUR million) impact on liquidity or impact on total assets > = 200 or > = 1500 6 100 – < 200 or 750 – < 1500 5 1 2 30 – < 100 or 225 – < 750 4 1 1 10 – < 30 or 75 – < 225 3 1 3 3 4 – < 10 or 30 – < 75 2 1 7 3 < 4 or < 30 1 4 8 1 2 1 2 3 4 5 6 Probability of occurrence < 10 10 – < 25 25 – < 50 50 – < 75 75 – < 90 > = 90 The seven risks in the red area are: • Risks from financial covenant breaches (EL 5 /PO 6) (assessed as threatening the existence of Adler Group) • Risks in project phase “build & deliver” (EL 5/ PO 6) (assessed as threatening the existence of Adler Group) • Liquidity risk (EL 5/ PO 5) (assessed as threatening the existence of Adler Group) • Valuation risk (EL 4 / PO 5) • Project-specific transaction risks (PO 3 / EL 6) • Reputation risk (EL 3 / PO 6) • Central purchasing: Availability and dependency of suppliers (EL 3/ PO 6) Qualitative assessment The table overleaf provides an overview as at 31 December 2022 of the risk sub-categories that were given a risk score of more than 4.5 according to the Group’s qualitative assessment and were therefore classified as highly relevant. Risk sub-categories that are considered material (i.e, weighting in the overall risk assessment exceeds 5%) are also noted below. Risk category Risk sub-category Risk score Materiality Macroeconomic, sector-specific and socio-political environment Real estate market risks 5.0 Macroeconomic development 4.8 Strategic risks Sustainability risks 4.6 Financial and refinancing risks Risks from violation of financial covenants 5.9 Material Liquidity risks 5.4 Material Accounting and valuation risks 5.3 Material Audit opinion and disclosure risks 4.8 Operating risks in property management Environmental risks 4.7 Operating risks in project development Risks in the “Build & Deliver” project phase 5.9 Material Project-specific transaction risks 5.6 Company-specific risks Public relations risks 5.9 Material Central purchasing 5.8 Human resources 4.9 Highly relevant and material risks Following the implementation of the Restructuring Plan, certain risks or risk sub-categories identified by the Group as highly relevant (i.e. have a risk score of more than 4.5 in the qualitative assessment) and material (i.e. weighting in the overall risk assessment exceeds 5%) still exist, of which these are considered as risks threatening the existence of the Company according to the quantitative assessment: (1) risks from violation of financial covenants, (2) liquidity risks, and (3) risks in the “build & deliver” project phase. Other highly relevant and material risks are (4) accounting and valuation risks, and (5) public relations risks, which are all addressed in more detail below. Additionally, two risks are discussed, that are non-material, but due to the risk assessment are regarded as highly relevant: (6) Project-specific transaction risks, and (7) risks from central purchasing. Other non-material risks or risk sub-categories are not addressed, or only briefly, even if they have been given a high-risk score. Financial and refinancing risks In this risk category, a total of 21 risks were identified in eight risk sub-categories. As described above, the financial and refinancing conditions give rise to risks that threaten the going concern of the Company. The following three risk sub-categories are highly relevant and material: Risks from violation of financial covenants The Group’s facilities require compliance with certain covenants, as non-compliance gives the respective creditor the right to terminate the corresponding financing agreement and demand repayment of the debt. In connection, the Group has established an internal control process to ensure compliance with the financial covenants. Throughout 2022, certain financial covenants limited the Group’s ability to incur new debt and refinance upcoming maturities. For example, consolidated coverage ratio covenants under Adler RE’s financing arrangements risked being breached if Adler RE had borrowed the New Money Funding directly. As a result, the completion of the Restructuring Plan amended the SUNs to allow the Group to incur the New Money Funding and refinance certain existing indebtedness, as more fully described above. As part of these amendments to the SUNs, the Group became subject to a maintenance loan-to-value ratio (“Maintenance LTV Ratio”) covenant requiring the Maintenance LTV Ratio to not exceed 87.5% on each maintenance reporting date on and prior to 31 December 2025, and 85% thereafter. The Maintenance LTV Ratio is to be tested quarterly beginning on 31 December 2024. For additional details on the covenants and undertakings restricting the actions of the Company and certain members of the Group, please see the “Material Events” section of the Combined Management Report. The Group’s ability to comply with the Maintenance LTV Ratio covenant, among other covenants and restrictions, may be affected by events beyond its control. These include prevailing economic, financial and industry conditions. If the Group breaches the Maintenance LTV Ratio covenant or any other restrictive covenants or restrictions, it may be in default under the SUNs and the New Money Funding facilities agreement (“New Money Facilities Agreement”). The relevant holders or lenders could then elect to declare the debt, together with accrued and unpaid interest and other fees, if any, immediately due and payable. If the SUNs, New Money Facilities Agreement or any other material financing arrangement entered into by the Group were to be accelerated at the same time, the Group’s assets may be insufficient to repay in full the SUNs, the New Money Funding and any other indebtedness then outstanding. Liquidity risks The Company’s operational earnings power is generally sufficient to cover expenses, including the interest incurred. However, it is not sufficient to repay future outstanding bonds or other debt financing. The Group proposed a restructuring plan aimed to facilitate a successful implementation of amendments to the Group’s senior unsecured notes and to complete a wider financial restructuring of the Group. While the Group believes that the Restructuring Plan alleviates the pressure to sell assets at deep discounts, in the event that the Group is required to sell parts of its portfolio, it may not be able to do so in a timely fashion, on favourable terms or at all. The ability of the Group to sell properties generally depends on the liquidity of the real estate markets at the time of the potential sale. In addition, the demand for real estate assets is influenced by, among other factors, the quality of the property, vacancy rates, the overall economic, environmental, social and market situation at the time of the sale, the level of interest rates and the availability of debt financing to market participants. As a result, if the Group is required to sell parts of its portfolio, particularly on short notice or under legal, financial or time pressure (including to repay debt), there is no guarantee that it would be able to do so in a timely fashion or on favourable terms or at all, and there can be no guarantee that the price obtained by the Group would represent a fair or market value for the property or property portfolio or shares. Accounting and valuation risks The Group accounts for its real estate properties at fair value. The valuation model is predominantly based on the present value of net cash flows to be generated from the property in question, taking into account expected rental growth rates, vacancy periods, occupancy rates, lease incentive costs such as rent-free periods and other costs not paid by tenants, as well as CapEx and maintenance expenses related to the property. In specific cases the appraisers use special assumptions, assuming facts that differ from the actual facts existing at the valuation date or that would not be made by a typical market participant in a transaction on the valuation date. The expected net cash flows are discounted using risk-adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location, tenant credit quality, lease duration and terms, and the interest rate environment. Establishing the valuation parameters involves substantial Judgement and such Judgements may prove to be inaccurate. In addition, any change to valuation methodology, including as a result of changes to the statutory requirements, may result in gains or losses in the Group’s financial statements, based on the change to each property’s valuation compared with prior valuations. There can be no assurance that any particular valuation could be realised in a third-party sale. The fair value determination also reflects not only the circumstances directly connected with the property but also the general conditions of the real estate markets, such as regional market developments and general economic conditions or interest rate levels. Accordingly, the effects of falling market prices and rising interest rates on the IFRS value of the investment properties may be quite significant and lead to impairment losses at the expense of equity. This effect is already visible in the Group’s financial statements for the year ending 31 December 2022 and may progress even further in the future. Operating risks in project development In this risk category, a total of 17 risks were identified in six risk sub-categories, one of which was classified as highly relevant and one was classified as highly relevant and material: Risks in the “Build & Deliver” project phase The ability of the Group to successfully complete its development projects depends on the availability of sufficient financing and building materials at reasonable terms. A variety of factors can lead to unforeseen cost overruns or significant delays in development projects, including increases in the acquisition costs for land, lack of availability and increases in the cost of construction materials, adverse events at contractors and/or subcontractors, increases in the costs of professional service providers, a shortage of qualified personnel in the German construction sector, delays during the building permits application process, unidentified land and/or property defects, the occurrence of technical problems, and deficiencies in construction services provided by third parties, among other factors. Any such cost overrun or delay could result in significant cost increases and, ultimately, negatively affect the profitability of the Group’s business operations. In the event of such cases, the funds tied in these development projects may have to be provided in larger amounts, for a longer time or at higher interest rates. The Group may also be unable to secure financing for certain capital expenditures needed for a development project, which could result in the potential deterioration of the properties and, as a result, the Group’s investment in such properties. At the same time, project valuations may lead to impairment losses that can have a negative effect on the balance sheet structure, especially on equity. Although this risk is classified as highly relevant and material, this risk is not immediately threatening the existence of the Group. Project-specific transaction risks Adler Group sells real estate developments to institutional and private clients by entering into forward sale agreements. Such forward sales can, in general, be delayed due to economic uncertainty, and the willingness of purchasers to invest may decline in a changing economic environment. If the Company is unable to fulfill its obligations under the forward sale agreements by completing the respective project development as planned, it may negatively influence the Company’s ability to refinance the acquisition costs and development of a project, lead to delays in or fail to launch new real estate development projects. Any forward sale agreement may not materialise under the agreed terms, including as a result of amendments, withdrawals, failure to make payments or terminations by purchasers. In the event that the purchaser withdraws from or terminates the forward sale agreement, Adler Group must bear the costs in connection with the sale of the property. Although this risk is classified as highly relevant, this risk is not immediately threatening the existence of the Group. Company-specific risks In this risk category, a total of 29 risks were identified in eight risk sub-categories, one of which was classified as highly relevant and one was classified as highly relevant and material: Public relations risks If the Group is unable to maintain its reputation and high level of customer service, tenant satisfaction and demand for our services and properties could suffer. In particular, if the Group’s reputation is harmed, it may become more difficult for us to let residential units and could lead to delays in rental payments or the termination of rental contracts by our tenants, as well as finalising and selling development projects. Any reputational damage due to the Group’s inability to meet customer service expectations could consequently limit the ability to retain existing and attract new tenants and buyers. Furthermore, harm to the Group’s reputation could impair the ability to raise capital on favourable terms or at all. For example, the Group’s reputation suffered considerable damage after the short-seller attack was published in October 2021 and the Group’s auditors subsequently issued a disclaimer of opinion on the stand-alone accounts and consolidated financial statements of the Company and Adler RE for the financial year ending 31 December 2021, despite KPMG Forensic finding no evidence to support the short-seller’s allegations. Any downturn in tenant satisfaction, demand for our services and properties and any damage to our reputation could have a material adverse effect on the Group’s business, net assets, financial condition, results of operations, cash flows and prospects. Although this risk is classified as highly relevant and material, this risk is not immediately threatening the existence of the Group. Risks from central purchasing The Company relies on a wide range of service providers and suppliers in its daily operations. The risk of sufficient service providers and suppliers being available at all or at appropriate conditions, being tied to a specific supplier on the basis of long-term contracts, of (regional) suppliers unilaterally imposing price increases due to monopoly positions or other effects on the procurement market, and suppliers becoming insolvent without an equivalent substitute product, may negatively affect the profitability of the Group’s operations. Although this risk is classified as highly relevant, this risk is not immediately threatening the existence of the Group. Sustainability risks Stimulated by the public debate on human rights issues, environmental protection, climate change and corporate social responsibility, sustainability has become a growing imperative in recent years. As a result, capital markets and the public increasingly evaluate companies based on their potential negative environmental impacts, the measures they take to reduce or stop these impacts, corporate governance or compliance with the fundamental principles of diversity. Non-compliance with these aspects poses not only financial risks but also risks to the reputation of a company. The separate risk category of “Sustainability risks” was removed in 2022, and the risks that had previously been categorised therein, if still relevant, have been assigned to the other six above-mentioned categories. The following sustainability criteria were classified as “highly relevant”: Strategic, organisational and reporting risks The Group has formulated several sustainability goals in its corporate strategy, the fulfilment of which requires corresponding organisational and structural measures. These measures have been implemented. Sustainability has become a relevant criterion for business partners and employees when deciding whether to enter into and maintain business and contractual relationships. In the assessment of a company’s sustainability awareness and the efforts it takes in this area, ESG ratings by specialised rating agencies have become the widely accepted standard. Because of the above-mentioned allegations regarding property valuations in the balance sheet and deficiencies in corporate governance, the Group’s ESG ratings deteriorated during 2022. Environmental risks Environmental aspects play a crucial role in all of the Group’s business activities, both in portfolio management and in development projects. The Group has set itself the objective to halve the CO2 emissions of its property portfolio by the year 2030 (compared to the emissions in 2020). Even though the legal, financial and reputational consequences of failing to meet this objective are still uncertain, failure to achieve this goal is fraught with certain risk. With its Green Deal, the European Union (EU) has formulated important sustainability goals—and the renovation and energy-efficient refurbishment of buildings contribute to their achievement. In keeping with the Green Deal, the German government has launched a climate protection programme that introduces a levy on CO2 emissions. The CO2 levy for heating residential buildings is borne by both the tenants and landlords. The ratio for how this is divided between landlords and tenants depends on the energy efficiency of the building: the lower the energy efficiency of the building, the higher the share borne by landlords. In order to lower their contribution, landlords have to take measures to increase energy efficiency. Opportunities report As part of the Company’s opportunity policy, those responsible regularly assess the business opportunities of the Group as a whole. Opportunities from the macroeconomic, sector-specific and socio-political environment Since the beginning of 2023, energy prices have started to decline again and, while inflation continues to be high, it is now forecast to slow down. The general rise in interest rates have also had a negative impact on demand in the real estate markets. However, in the Group’s current portfolio, index-linked tenancy agreements help to increase the rental income as long as inflation rates remain high. Additionally, if prices for construction materials and real estate services do not rise as sharply as in recent years, it may have a positive effect on the Group’s earnings position. Strategic opportunities Corporate strategy The Group continues its efforts to sell non-strategic parts of its portfolio. This includes a potential sale of its interest in its subsidiary, Brack Capital Properties N.V. The sale of properties generates positive cash flow, which in turn can be used to further repay debt and thus strengthen the LTV. Digitalisation in the real estate industry and company organisation The Company sees ongoing digitalisation as an opportunity to increase the efficiency of administrative processes and thus reduce administrative expenses in the longer term. Digitalised processes help collect tenant, property and project development data in a standardised format and provide the basis for timely and comprehensive reporting and controlling of all real estate activities. The digitalisation of internal business processes (e.g, in financial management and human resources) also improves efficiency and has a positive impact on the Company’s cost structure. Financial and refinancing opportunities The Group completed the implementation of its Restructuring Plan 2023. In accordance, it extended the maturity of the 2024 Notes and amended certain covenants to avoid imminent defaults under the SUNs and permit the incurrence of the New Money Funding, among other changes. As the proposal on adjustment of the business plan and sales timeline of development assets required an adjustment of the Group’s capital structure and liquidity, Adler Group completed a comprehensive recapitalisation in September 2024. Such changes provide the Group with improved operational flexibility and the ability to address its near-term maturities across its financing arrangements, affording it a period of limited financial pressure. Opportunities related to sustainability The steadily increasing interest of investors, business partners, tenants and employees in sustainable business practices creates considerable opportunities for a company that acts sustainably. This plays a particularly important role in the strategic energy refurbishment of existing properties in line with the goal to halve greenhouse gas emissions by 2030. Thus, the Group can improve the competitiveness of its property portfolio on the rental markets, as energy-efficient refurbished flats are associated with lower ancillary costs for heating and electricity, while offering significantly more quality and comfort. Opportunities from the operating business The residential property market continues to be characterised by high demand for, and a general shortage of, good and affordable housing. In recent financial years, the Group has been able to increase the average basic rent per month and square metre and has at the same time reduced its vacancy rate. These opportunities are still there. However, the absolute level of net rental income has declined due to the sales of sub-portfolios and will continue to decline if additional properties are sold. At the same time, rent increases are limited by regulatory and statutory controls. They are also usually dependent on strategic investments in the modernisation, refurbishment or repositioning of the properties. Company-specific opportunities The further harmonisation and development of standardised processes and guidelines, the implementation of a common IT landscape and the streamlining of the Group’s tax structure offer opportunities to increase efficiency and reduce costs. Measures taken to increase its attractiveness as an employer, paying fair and competitive salaries and a range of fringe benefits make the Group an attractive employer for qualified and motivated employees. Overall management assessment of risks and opportunities Based on the qualitative and quantitative risk assessments as at 31 December 2022, the Senior Management of the Company has identified the above-mentioned risks that are a threat to the going concern of the Group and has initiated appropriate measures to avert them. The management is furthermore confident that the High Court’s decision in April 2023 and the subsequent implementation of the Restructuring Plan based on this creates the conditions necessary for a positive going concern forecast and the financing of all material maturities for the next two years. If further subsequent events in 2023 and 2024 were to be taken into account, a different overall management assessment of risk and opportunities might have to be made from today’s perspective. Concluding remark This Opportunities and Risk Report contains forward-looking statements and information. These forward-looking statements may be identified by words such as “expects”, “intends”, “will” or words of similar meaning. Such statements are based on our expectations, assessments and assumptions about future developments and events, e.g. the sanctioning of the proposed Restructuring Plan, and, therefore, are naturally subject to uncertainties and risks. Actual developments and events may turn out to be considerably more positive or negative than the forward-looking statements, so that the expected, anticipated, intended, believed or estimated developments and events may subsequently prove to be inaccurate. Expected loss Accepted risk Ad-hoc reportable risk Initiation of emergency measure Threatening the Company / portfolio / project (6) 3.5 4 4.5 5 5.5 6 Severe (5) 3 3.5 4 4.5 5 5.5 Serious (4) 2.5 3 3.5 4 4.5 5 Material (3) 2 2.5 3 3.5 4 4.5 Medium (2) 1.5 2 2.5 3 3.5 4 Low (1) 1 1.5 2 2.5 3 3.5 Unlikely (1) Remote (2) Seldom (3) Conceivable (4) Likely (5) Probable (6) Probability of occurrence Responsibility Statement I confirm, to the best of my knowledge, that the Consolidated Financial Statements of Adler Group S.A. presented in this Annual Financial Report for 2022, prepared in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, give a true and fair view of the net assets, financial and earnings position of the Company, and that the Management Report includes a fair review of the development of the business, and describes the main opportunities, risks and uncertainties associated with the Company. To the Shareholders of Adler Group S.A. | 55 Allée Scheffer | 2520 Luxembourg | Grand Duchy of Luxembourg Report of the Réviseur d’Entreprises agréé Report on the Audit of the Consolidated Financial Statements Opinion We have audited the consolidated financial statements of Adler Group S.A. and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 December 2022 and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information and other explanatory information. In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2022 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union. Basis for our opinion We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of “réviseur d’entreprises agréé” for the Audit of the Consolidated Financial Statements” section of our report. We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. I. Opening balances – disclaimer of opinion from predecessor auditor a) Why the matter was considered to be one of most significance in our audit of the financial statements: The consolidated financial statements of Adler Group S.A. and its subsidiaries as at 31 December 2021 and for the year then ended were audited by another auditor who issued a disclaimer of opinion on those consolidated financial statements. Material misstatements may have existed in those consolidated financial statements that may have potential significant effects on the consolidated financial statements of Adler Group S.A. and its subsidiaries as at 31 December 2022 and for the year then ended. b) How our audit addressed the key audit matter: Our procedures over the opening balances included, but were not limited to: Inspection of the predecessor auditor’s working papers to obtain evidence regarding the opening balances as at 1 January 2022; Assess and evaluate the forensic report prepared by a member firm of the predecessor auditor of its comprehensive review of the allegations of a third party (the “allegations”) concerning Adler Group S.A.; Assess and evaluate the work performed by external law firms concerning the allegations; Inquire the Group’s management and its legal department/legal advisor concerning the allegations; Based on our assessment of the above perform additional valuation and existence procedures on a selection of financial positions as at 1 January 2022; Evaluate audit procedures performed in the current period with reference to the opening balances, including searching for undisclosed related party/deemed related party transactions; Obtain and evaluate confirmations from the Group’s main external legal advisors. II. Valuation of investment properties a) Why the matter was considered to be one of most significance in our audit of the consolidated financial statements: Reference is made to the disclosures contained in Note 4 A., in Note 6 and in Note 17 of the consolidated financial statements of Adler Group S.A. and its subsidiaries as at 31 December 2022 and for the year then ended. Investment properties including those as held for sale represent 77,1% of the Group’s total assets and significant judgement is required in determining their fair value. The investment properties comprise rental income generating residential investment properties and non-income generating investment properties under development. Both are stated at their fair values based on reports by independent external valuers (the “Valuers”). The Valuers were engaged by the Directors, and performed their work in accordance with the Royal Institute of Chartered Surveyors (“RICS”) Valuation – Professional Standards. The Valuers used by the Group have considerable experience of the markets in which the Group operates. The valuation process involves significant judgement in determining the appropriate valuation methodology to be used, and in estimating the underlying assumptions to be applied. In determining the property’s valuation, the Valuers take into account property specific characteristics and information. For rental income generating residential investment properties the Valuers apply assumptions regarding market rent, growth in market rent, vacancies, maintenance costs and capitalisation interest rates and discount rates, which are influenced by prevailing market conditions and comparable market transactions, to arrive at the final valuation. The non-income generating investment properties are measured according to the residual value method including assumptions on the remaining construction costs, finance costs and risk premium, estimates on the future rental income as well as on the capitalisation and discount rates. The significance of the estimates and judgements involved, coupled with the fact that only a small percentage difference in individual property valuations, when aggregated, could result in a material misstatements on the income statement and balance sheet, warrants specific audit focus. b) How our audit addressed the key audit matter: Our procedures over the valuation in respect of investment properties included, but were not limited to: Evaluate the qualifications and competence of the Valuers and read the terms of engagement of the Valuers with Adler Group S.A. and/or its subsidiaries to determine whether there were any matters that might have affected their objectivity or limited the scope of their work; Evaluate the valuation methodologies used and testing the integrity of inputs of the projected cash flows used in the valuation to support leases and other documents on a selection; Evaluate the material input parameters (i.a. capitalisation and discount rates, rental income, construction and financing cost) used in the valuation by comparing them with historical rates and available industry data, taking into consideration comparability and market factors. Where the rates were outside the expected range, we undertook further procedures to understand the effect of additional factors and, when necessary, held further discussions with the Group and/or its external advisor; For a selection, re-perform the valuation by using appropriate data as per own assessment; Drive-by-site-visits for a selection of properties and inquire the construction management on the status of investment property under development. III. Impairment of inventories a) Why the matter was considered to be one of most significance in our audit of the consolidated financial statements: Reference is made to the disclosures contained in Note 4 D. and in Note 14 of the consolidated financial statements of Adler Group S.A. and its subsidiaries as at 31 December 2022 and for the year then ended. Inventories represent 7,0% of the Group’s total assets and significant judgement is required in determining their net realisable value. The net realisable value is determined by independent external Valuers. Inventories are measured at the lower of cost and net realisable value. The latter is determined by estimating the selling price in the ordinary course of business less the estimated costs of completion and sale. The valuation process involves significant judgement in determining whether there is any indicator that the net realizable value of inventories (apartments) to sell will be below their cost. In determining the estimated total sales price of the unsold apartments, it is necessary to consider the prices for similar projects which have been sold and/or other relevant market data. The remaining cost of completion as well as the future selling prices are key inputs when determining the net realisable value. Although these assumptions are made to reflect the conditions present as of the valuation date as accurately as possible by using the most up-to date and relevant market data available, they are still subject to uncertainties and therefore warrants specific audit focus in this area. b) How our audit addressed the key audit matter: Our procedures over the impairment of inventories included, but were not limited to: Evaluate the qualifications and competence of the Valuers and read the terms of engagement of the Valuers with Adler Group S.A. and/or its subsidiaries to determine whether there were any matters that might have affected their objectivity or limited the scope of their work; Evaluate the valuation methodologies used for measurement, challenge the assumptions and input data used; Drive-by-site-visits for a selection of properties and inquire the construction management on the status of these projects; Evaluate the floor space details for the individual types of use, challenge the planned rental income / gross profit factors, assess the building status, challenge the actual construction/production costs, evaluate the costs still to be incurred for rendering the inventories/apartments in a suitable condition to potential/actual buyers. IV. Appropriateness of revenue recognition a) Why the matter was considered to be one of most significance in our audit of the consolidated financial statements: Reference is made to the disclosures contained in Note 4 K. and in Note 25 of the consolidated financial statements of Adler Group S.A. and its subsidiaries as at 31 December 2022 and for the year then ended. Revenue for the Group consists primarily of rental income and of income from real estate inventories disposed of. Rental income is based on tenancy agreements where there is a standard process in place for recording revenue, which is system generated. Income from real estate inventories disposed of include transactions which warrant additional audit focus and have an increased inherent risk of error due to their non-standard nature. Both income from real estate inventories disposed of as well as income from property development underlie significant estimate and management judgment. b) How our audit addressed the key audit matter: Our procedures over the appropriateness of revenue recognition included, but were not limited to: Analysis of the composition of revenue; Based on a selection assess real estate purchase agreements and material sales; Evaluate the adequacy of calculated partial profit realization in connection with forward sales according to IFRS 15. V. Related party transactions – risk of fraud a) Why the matter was considered to be one of most significance in our audit of the consolidated financial statements: Reference is made to the allegations including related party transactions not conducted at arm’s length. b) How our audit addressed the key audit matter: Our procedures over related party transactions – risk of fraud included, but were not limited to: Perform additional work on the opening balance as at 1 January 2022 as described under point I Opening balances – disclaimer of opinion from predecessor auditor; Analyse the process for identifying related party transactions; Search for undisclosed related party transactions; For a selection of significant transactions throughout 2022 assess whether these relate to potential related parties and if so assess whether these were conducted at arm’s length. Other matter The consolidated financial statements of the Group as at 31 December 2021 and for the year then ended, were audited by another auditor who expressed a disclaimer of opinion on those consolidated financial statements on 30 April 2022. Other information The Board of Directors is responsible for the other information. The other information comprises the information stated in the combined management report and the Corporate Governance Report but does not include the consolidated financial statements and our report of the “réviseur d’entreprises agréé” thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard. to report this fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and Those Charged with Governance for the Consolidated Financial Statements The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards as adopted by the European Union relating to the preparation and presentation of the consolidated financial statements, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. The Board of Directors is responsible for presenting the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”). Those charged with governance are responsible for overseeing the Group’s financial reporting process. Responsibilities of the “réviseur d’entreprises agréé” for the audit of the Consolidated Financial Statements The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs adopted for Luxembourg by the CSSF, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information on the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter. Report on Other Legal and Regulatory Requirements We have been appointed as réviseur d’entreprises agréé by the Extraordinary General Meeting of the Shareholders on 27 November 2023 and the duration of our uninterrupted engagement including previous renewals and reappointments is one year. The combined management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements. The accompanying Corporate Governance Report is presented on pages 32 to 48. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements. We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We confirm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided and that we remained independent of the Group in conducting the audit. We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2022 and for the year then ended with relevant statutory requirements set out in the ESEF Regulation that are applicable to the consolidated financial statements. For the Company it relates to: Consolidated financial statements prepared in a valid xHTML format; and The XBRL markup of the consolidated financial statements using the core taxonomy and the common rules on markups specified in the ESEF Regulation. In our opinion, the consolidated financial statements of Adler Group S.A. and its subsidiaries as at 31 December 2022 and for the year then ended, identified as “Adler Group S.A. as at 31 December 2022, identified as “391200OYYFJ3DWAMEC69-2022-12-31-en.zip”, have been prepared in all material respects, in compliance with the requirements laid down in the ESEF Regulation. Our report only refers to the consolidated financial statements of Adler Group S.A. and its subsidiaries as at 31 December 2022 and for the year then ended, identified as “391200OYYFJ3DWAMEC69-2022-12-31- en.zip”, prepared and presented in accordance with the requirements laid down in the ESEF Regulation, which is the only authoritative version. Avega Revision S.à r.l. Cabinet de Révision Agréé Represented by _____ Frank Thihatmar Réviseur d’entreprises agréé Luxembourg, 27 September 2024 Consolidated Statement of Financial Position In EUR thousand Note 31 Dec 2022 31 Dec 2021 Assets Non-current assets Investment properties 6 6,344,294 7,113,859 Investments in financial instruments 7 19,234 20,228 Investments accounted under the equity method 8 25,530 32,395 Advances related to investment properties - 2,003 Property, plant and equipment 9 24,981 30,028 Other financial assets 10 168,961 73,063 Derivatives 21 8,053 10,433 Restricted bank deposits 11 40,621 42,060 Deferred expenses - 1,602 Right-of-use assets 31 12,234 14,764 Goodwill 12 - 91,400 Other intangible assets 646 3,023 Contract assets 13 22,087 12,510 Deferred tax assets 24 2,566 5,673 Total non-current assets 6,669,207 7,453,041 Current assets Inventories 14 678,572 1,093,454 Restricted bank deposits 11 37,264 29,400 Trade receivables 15 95,672 379,118 Other receivables and financial assets 16 118,853 423,412 Contract assets 13 64,775 69,727 Cash and cash equivalents 386,985 555,700 Advances paid on inventories 9,194 14,884 Total current assets 1,391,315 2,565,695 Non-current assets held for sale 17 1,648,991 3,017,588 Total assets 9,709,513 13,036,324 The accompanying notes are an integral part of these consolidated financial statements. In EUR thousand Note 31 Dec 2022 31 Dec 2021 Shareholders' equity Share capital 146 146 Share premium 1,844,765 1,844,765 Reserves 193,852 217,788 Retained earnings (621,651) 927,684 Total equity attributable to owners of the Company 1,417,112 2,990,383 Non-controlling interests 495,951 703,094 Total equity 18 1,913,063 3,693,477 Liabilities Non-current liabilities Corporate bonds 19 3,735,550 4,211,305 Convertible bonds 19 - 99,025 Other loans and borrowings 20 1,337,655 2,056,810 Other financial liabilities 14,114 25,253 Derivatives 21 800 2,412 Pension provisions 719 1,363 Lease liabilities 31 10,341 10,186 Other payables 46 8,815 Deferred tax liabilities 24 525,715 759,828 Total non-current liabilities 5,624,940 7,174,997 Current liabilities Corporate bonds 19 498,496 399,047 Convertible bonds 19 100,503 117,916 Other loans and borrowings 20 308,162 119,326 Other financial liabilities 1,915 1,915 Trade payables 78,242 76,383 Other payables 22 341,458 357,065 Provisions 22 75,580 73,865 Lease liabilities 31 3,811 6,815 Prepayments received 23 70,865 92,132 Contract liabilities 13 13,924 36,109 Derivatives 21 6 38,227 Total current liabilities 1,492,962 1,318,800 Non-current liabilities held for sale 17 678,548 849,050 Total shareholders' equity and liabilities 9,709,513 13,036,324 Date of approval: 26 September 2024 The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statement of Profit or Loss In EUR thousand Note 2022 2021 Revenue 25 734,472 1,143,732 Cost of operations 26 (972,194) (1,131,964) Gross profit (loss) (237,722) 11,768 General and administrative expenses 27 (148,925) (122,762) Other expenses 28 (220,385) (1,128,797) Other income 29 96,834 183,680 Changes in fair value of investment properties 6 (761,851) 415,142 Results from operating activities (1,272,049) (640,969) Finance income 30 95,718 133,091 Finance costs 30 (631,048) (515,560) Net finance income / (costs) (535,330) (382,469) Net income (losses) from investments in associated companies 8 208 758 Profit (loss) before tax (1,807,171) (1,022,680) Income tax expense 24 132,324 (142,327) Profit (loss) for the year (1,674,847) (1,165,007) Profit (loss) attributable to: Owners of the Company (1,556,867) (1,177,213) Non-controlling interests (117,980) 12,206 Profit (loss) for the year (1,674,847) (1,165,007) Earnings per share in EUR (undiluted) (13.25) (10.03) Earnings per share in EUR (diluted) (13.21) (10.03) The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statement of Comprehensive Income In EUR thousand Note 2022 2021 Profit (loss) for the year (1,674,847) (1,165,007) Items that may be reclassified subsequently to profit or loss Hedging reserve classified to profit or loss, net of tax - 1,117 Effective portion of changes in fair value of cash flow hedges 387 (349) Related tax (57) 177 Currency translation reserve (14,031) 28,363 Reserve from financial assets measured at fair value through other comprehensive income (10,235) (9,071) Total other comprehensive income (loss) (23,936) 20,237 Total comprehensive income (loss) for the year (1,698,783) (1,144,770) attributable to: Owners of the Company (1,580,803) (1,156,976) Non-controlling interests (117,980) 12,206 Total comprehensive income (loss) for the year (1,698,783) (1,144,770) The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statement of Cash Flows Note 2022 2021 Cash flows from operating activities Profit (loss) for the year (1,674,847) (1,165,007) Adjustments for: Depreciation 20,165 19,649 Profit (loss) from disposal of portfolio (21,818) - Change in fair value of investment properties 6 761,851 (415,142) Non-cash other income and expense 163,711 988,929 Non-cash income from at-equity valued investment associates (209) (758) Net finance costs / (income) 30 535,330 382,469 Income tax expense 24 (132,324) 142,327 Share-based payments 369 756 Change in net working Capital 253,240 (190,028) Income tax paid (35,685) (39,435) Net cash from operating activities (130,217) (276,240) Cash flows from investing activities Purchase of and CapEx on investment properties 6 (168,865) (272,819) Advances paid for purchase of investment properties 10,200 (188) Grant of long-term loans - (10,263) Proceeds from disposals of investment properties 5,17 1,602,106 1,541,386 Investments in financial instruments - (270,450) Purchase of and CapEx on property, plant and equipment (1,221) (3,951) Interest received 10,750 10,752 Proceeds from sale of financial instruments 67,878 129,284 Proceeds from sale of fixed assets 175 4,335 Repayment of long-term loans 952 - Acquisition of other investments - 1,114 Change in short-term restricted bank deposits, net (4,388) 4,474 Net cash from (used in) investing activities 1,517,587 1,133,674 Cash flows from financing activities Acquisition of non-controlling interests (91,309) (41,925) Repayment of bonds (582,260) (1,051,562) Long-term loans received 20 74,809 837,466 Repayment of long-term loans 20 (726,020) (1,910,915) Proceeds from issuance of corporate bonds, net 19 162,518 1,951,053 Short-term loans received 20 - 314,999 Upfront fees paid for credit facilities (560) (2,114) Repayment of short-term loans 20 - (370,386) Interest paid (173,605) (306,470) Payment of lease liabilities 31 (4,727) (9,238) Transaction costs (28,215) (14,179) Prepaid costs of raising debt (1,100) (4,441) Tax payments - (15,994) Dividend distributed - (54,054) Net cash from (used in) financing activities (1,370,469) (677,760) Change in cash and cash equivalents during the year 16,901 179,674 Changes in the carrying amount of cash and cash equivalents that are presented among assets held for sale as part of a disposal group (185,616) - Cash and cash equivalents at the beginning of the year 555,700 376,026 Cash and cash equivalents at the end of the year 386,985 555,700 The accompanying notes are an integral part of these consolidated financial statements. Consolidated Statement of Changes in Equity In EUR thousand Share capital Share premium Hedging reserve Currency translation reserve Other capital reserves Reserve financial assets measured at FVTOCI Retained earnings Total Non-controlling interests Total equity Balance as at 1 January 2022 146 1,844,765 573 24,803 315,746 (123,334) 927,684 2,990,383 703,094 3,693,477 Profit for the year - - - - - - (1,556,867) (1,556,867) (117,980) (1,674,847) Other comprehensive income, net of tax - - 330 (14,031) - (10,235) - (23,936) - (23,936) Total comprehensive income (loss) for the year - - 330 (14,031) - (10,235) (1,556,867) (1,580,803) (117,980) (1,698,783) Transactions with owners, recognised directly in equity Transactions with non-controlling interest without a change in control (Note 5D) - - - - - - 7,163 7,163 (89,163) (82,000) Change in consolidation scope related to sale - - - - - - - - - - Share-based payments - - - - - - 369 369 - 369 Balance as at 31 December 2022 146 1,844,765 903 10,772 315,746 (133,569) (621,651) 1,417,112 495,951 1,913,063 The accompanying notes are an integral part of these consolidated financial statements. In EUR thousand Share capital Share premium Hedging reserve Currency translation reserve Other capital reserves Reserve financial assets measured at FVTOCI Retained earnings Total Non-controlling interests Total equity Balance as at 1 January 2021 146 1,892,145 (372) (3,560) 264,903 (114,263) 2,086,788 4,125,787 774,192 4,899,979 Total comprehensive income for the year - Profit for the year - - - - - - (1,177,213) (1,177,213) 12,206 (1,165,007) Other comprehensive income, net of tax - - 945 28,363 - (9,071) - 20,237 - 20,237 Total comprehensive (loss) for the year - - 945 28,363 - (9,071) (1,177,213) (1,156,976) 12,206 (1,144,770) Transactions with owners, recognised directly in equity Transactions with non-controlling interest without a change in control (Note 5c) - 6,674 - - - - 17,212 23,886 (27,661) (3,775) Change in consolidation scope related to sale - - - - 50,843 - 141 50,984 (55,643) (4,659) Dividend distributed - (54,054) - - - - - (54,054) - (54,054) Share-based payments - - - - - - 756 756 - 756 Balance as at 31 December 2021 146 1,844,765 573 24,803 315,746 (123,334) 927,684 2,990,383 703,094 3,693,477 The accompanying notes are an integral part of these consolidated financial statements. Note 1 – Adler Group S.A. Adler Group S.A. (the “Company” or “Adler Group” or “Group”) is a public limited liability company (société anonyme) incorporated under Luxembourg law. The address of the Company’s registered office is 55 Allée Scheffer, 2520 Luxembourg, Grand Dutchy of Luxembourg. The Company is specialised in and focused on the purchase, management and development of income producing multi-family residential real estate. In addition to being accountable for the condition of its apartments and buildings, Adler Group S.A. assumes responsibility for the tenants, its own employees and the surrounding environment. The portfolio of Adler Group S.A. and its subsidiaries is situated in or on the outskirts of major urban areas with a significant portion in Berlin. With the acquisition of Consus Real Estate AG, Adler Group provides an integrated German residential platform that covers the entire real estate value chain, from acquisition of land, planning and development of projects to property management and letting of residential units throughout Germany. The consolidated financial statements of the Company as at 31 December 2022 and for the year then ended comprise the Company and its subsidiaries (together referred to as the “Group”). Note 2 – Basis of preparation A. Statement of compliance The consolidated financial statements as at and for the year ended 31 December 2022, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”). The consolidated financial statements were authorised for issue by the Board of Directors on 26 September 2024. B. Functional and presentation currency These consolidated financial statements are presented in euro, which is the Group’s functional currency. All financial information presented in euro (“EUR”) has been rounded to the nearest thousand, unless otherwise indicated. Due to rounding, the figures reported in tables and cross-references may deviate from their exact values as calculated. C. Basis of measurement The consolidated financial statements have been prepared under the historical cost convention, except, in particular, investment properties, other financial assets, other financial liabilities and derivatives, which are measured at fair value. D. Operating cycle The Group has the following operating cycles: holding and operating residential and commercial units: the operating cycle is one year; sale of units as a separate condominium: the operating cycle is up to three years; sales from development projects: the operating cycle is up to three years. As a result, current assets and current liabilities also include items, the realisation of which is intended and anticipated to take place within the operating cycle of these operations of up to three years. E. The coronavirus pandemic and its impact on the Group Following the outbreak of the coronavirus in December 2019 there has been a decline in economic activity in many regions of the world including Germany. In response to the risks of the pandemic for the health system and in order to protect particularly vulnerable individuals, the government took numerous measures to limit the spread of the virus with serious negative effects on the economic development of the Federal Republic of Germany. The year 2022 was characterised by a gradual withdrawal of those measures.However, persistent supply chain disruptions continue to lead to shortages of raw materials and other inputs and subsequent price increases. The Group’s risks and exposures relating to the coronavirus pandemic The Group may be exposed to risks from a deterioration in the solvency of commercial and private tenants. Risks for the Group’s development projects arise from disruptions in global supply chains causing further delays in the construction progress and price increases for building materials. Specific effects of the coronavirus on the Group’s operating results The Group is continuously assessing the impact of the pandemic on its business, on the measurement of all of its assets and liabilities and on its ability to generate positive results from forward and upfront sales of development projects. The values of investment properties, projects, financial assets and financial liabilities as at 31 December 2022 as disclosed in these consolidated financial statements reflect the economic conditions in existence at that date. Disruptions in global supply chains burdened the Group’s construction activity and had a negative impact on the profitability and value of the Group’s development assets. Albeit severely affected by the pandemic, the development of the profitability and value of the Group’s commercial portfolio did not have a material impact on the Group’s financial performance. The Group did not register a material impact of the pandemic on the profitability and value of its residential assets. F. The Ukraine conflict and its impact on the Group Following the invasion of Ukraine by the Russian Federation on 24 February 2022, the German government and the European Union decided on a set of comprehensive economic sanctions against the Russian Federation with adverse effects on domestic energy price levels. Whether and to what extent further sanctions will be adopted or whether the conflict may intensify further cannot be assessed at present. All estimates and disclosures regarding the impact of the Ukraine conflict reflect the information available as of the report publication date and may be subject to subsequent changes. The Group’s risks and exposures relating to the Ukraine conflict In itself, energy price inflation does not have a significant impact on the profitability and value of the Group’s residential portfolio, as the price increase is deemed to be generally rechargeable. The risk of tenants’ default is addressed by appropriate valuation allowances on the Group’s receivables against tenants. Risks for the Group’s development projects arise from further disruptions in global supply chains causing further delays in the construction progress and price increases. Market fluctuations and sanctions against investors from the Russian Federation make refinancing more difficult. As per 17 April 2023 the Group made an arrangement with its bond holders that secure refinancing of the Group for the upcoming years. That is why the risk of disruptions by the Ukraine crisis is relatively low. Specific effects of the Ukraine crisis on the Group’s operating results The Group is continuously assessing the impact of the Ukraine conflict on profitability and value of its assets. The value of investment properties, contract balances, inventories and financial assets and liabilities as at 31 December 2022 reflects the economic conditions in existence at that date. G. Use of estimates, judgements and fair value measurement In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. Judgements and use of estimates Information about judgements, assumptions and estimation uncertainties made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements is included in the following notes: Note 5 – Regarding acquisitions of companies holding real estate assets (judgement) When buying a company holding real estate assets (“Property Company”), the Group exercises judgement to determine whether it is a business or a group of assets and liabilities, for the purpose of determining the accounting treatment of the transaction. In determining whether a Property Company is a business, the Group examines, inter alia, the nature of existing processes in the Property Company, including the extent and nature of management, security, cleaning and maintenance services provided to tenants. Note 12 – Goodwill impairment testing (judgement) The determination of the recoverable amount requires assumptions and estimates, especially on the future development of profits and sustainable growth rates. Refer to Note 12. Note 6 – Regarding fair value measurement of investment properties (estimations) The fair value of residential investment properties as at 31 December 2022 was mainly assessed by CBRE, an industry specialist that has appropriate and recognised professional qualifications and up-to-date experience regarding the location and category of the properties. The fair value of the investment properties under construction (project development) was determined by the valuation expert NAI Apollo, an independent industry specialist that has appropriate, recognised professional qualifications and up-to-date experience regarding the location and category of the properties. The valuation of the yielding investment properties includes assumptions regarding rent, growth in market rent, vacancies, maintenance costs and discount/capitalisation rates. The investment properties under development are measured according to the residual method including assumptions on the remaining construction and financing costs, estimates on the future rental income as well as on the discount/capitalisation rates. Although these assumptions are made to reflect the conditions present as of the valuation date as accurately as possible by using up to date and the most relevant market data available, they are still subject to uncertainties. Market data, which the assumptions are based on, may change and lead to either positive or negative value adjustments in the future, impacting the profit or loss from changes in fair value of investment properties in the period that such a change in estimations occurs. In addition, the investment properties under development are unique in terms of size, location, regulation and different type of use. Therefore, there are no comparable transaction prices and more reliance is placed on the assumptions specifically made for the property under development when applying the residual value approach. Note 8/3 – Control analysis The Group exercises judgement in examining control over investees. For the purpose of this assessment, the Group examines the structure and characteristics of the investee companies, the relevant activities and shareholder agreements in these companies, as well as potential voting rights. In accordance with this examination, the Group exercises discretion as to whether it has the current ability to direct relevant activities in the investees, whether its rights in these companies are substantial and provide power over the investee and whether it has the ability to use its power to affect the returns from its investment. Determining the existence of control may affect the consolidation of the assets, liabilities and results of operations of the investee companies. Note 8/3 – Significant influence analysis The Group exercises judgement in examining significant influence over investees. For the purpose of this assessment, the Group examines its voting rights in the investee, whether it has board representation, the relative size and dispersion of the holdings of other shareholders and the existence of potential voting rights that are currently exercisable or convertible. In accordance with this examination, the Group exercises discretion as to whether it has the power to participate in the financial and operating policy decisions of the investee. Determining the existence of significant influence may lead to equity accounting regarding the investee’s assets, liabilities and results of operations. Note 19/20/21 – Regarding measurement of derivatives at fair value (estimation) Stand-alone derivatives, which mainly consist of interest hedging instruments, are calculated by the financing bank and checked by management. The risk that derivatives will not be appropriately valued exists, since the Group needs to make judgements about the estimation of the credit risk used by the lending bank and about whether the bank used the appropriate market observation for the other variables. New information may become available that causes the Group to change its estimation, impacting the profit or loss from changes in fair value of derivatives in the period that such a change in estimations occurs. In some cases, bonds and loans issued by the Group contain embedded derivatives, which are measured at fair value through profit or loss separately from their host contract. These embedded derivatives include the conversion option in convertible bonds or termination options that allow the Group to repay the respective bonds before the actual due date. These options are assessed using an option pricing model (binomial model). The main input factors in the option price model used are expected volatility and risk-free interest rate, which mainly represent unobservable inputs. Note 24 – Uncertain tax positions (judgements) The extent of the certainty that the Group’s tax positions will be accepted (uncertain tax positions) and the risk of it incurring any additional tax and interest expenses. This is based on an analysis of a number of matters including interpretations of tax laws and the Group’s past experience. New information may become available that causes the Group to change its judgement, resulting in recognition of additional income tax expense in the period that such a change in judgement occurs. Note 24 – Regarding the utilisation of losses carried forward (estimations) Deferred tax assets are recognised in respect of tax losses carried forward when there is a high probability that there will be taxable profits against which losses carried forward can be utilised in the future. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Group to change its estimation regarding the utilisation of existing tax assets; any such changes to deferred tax assets will impact tax income/expense in the period that such a change in estimate occurs. Note 25 – Revenue recognition Both income from real estate inventories disposed of as well as income from property development underlie significant estimates and management judgements. Income from property development results from forward sales and strongly relies on the project calculation in order to measure project progress as well as projected revenues. The project calculation is subject to management estimates and assumptions. The Group uses the cost-to-cost method to determine the project development at each balance sheet date. Therefore, the incurred costs are compared with the total project costs concerning the actual business plan. The margin of each project is calculated also on a project-by-project basis taking into account the price agreed in the forward sale agreement for each real estate inventory. The price agreed in the forward sale agreement is generally subject to future uncertainties, such as guaranteed letting rates or price adjustment mechanisms, and is taken into account with the most probable outcome. Since the price adjustment mechanisms mainly take into account letting targets, the achievement of which appears largely certain in the current market environment, future reductions in sales revenues are highly unlikely. Similarly, income from real estate inventory disposed of underlies management estimates and assumptions. Revenue is measured at the transaction price agreed under the contract and might involve management estimates, e. g., amount and timing of contingent consideration and variable components. Management assesses the respective probabilities of the possible scenarios at each balance sheet date. In addition, judgements may be required in case of disposals via share deals to determine when the transfer of control has occurred using the respective standards (e.g., IFRS 15/IFRS 10). Note 25 – Regarding principle versus agent considerations (judgement) The Group provides ancillary services to tenants, mainly utilities, which it re-charges to the tenants. The Group uses judgement when it examines whether it acts as a principal or as an agent in providing the services to tenants. The Group examines the indicators in IFRS 15, mainly whether it is primarily responsible for fulfilling the promise to perform the specific services (i.e., assumed the non-performance risk associated with such services). For the ancillary services, the Group determined that it is primarily responsible for fulling the promise to perform the services, in particular due to the non-performance and inventory risk assumed by the Company. Therefore, the Group acts as a principle in relation to promised ancillary services and recognises revenue in the gross amount of consideration. Determination of fair values and net realisable value Preparation of the financial statements requires the Group to determine the fair value of certain assets and liabilities. Further information about the assumptions that were used to determine fair value is included in the following notes: Note 6 Investment properties; Note 17 Non-current assets and liabilities held for sale; and Note 32 Financial instruments Inventories are measured at the lower of cost and net realisable value. The latter is determined by estimating the selling price in the ordinary course of business less the estimated costs of completion and sale (residual approach). The remaining construction expenses as well as the future selling prices are key inputs when determining the net realisable value. Although these assumptions are made to reflect the conditions present as of the valuation date as accurately as possible by using the most up-to-date and relevant market data available, they are still subject to uncertainties. Market data on which the assumptions are based may change and lead to write-down impacting the profit or loss in the period when such a change in estimations occurs. In addition, inventories are mostly unique in terms of size, location, regulation and potential use. Therefore, there are no comparable transaction prices and more reliance is placed on the assumptions specifically made for the property when determining the net realisable value. When assessing the recoverability in regard to outstanding balances from the property asset disposals, for which collaterals are in place, the determination of the fair value of the collateral underlies management judgements and estimations as outlined above. When measuring the fair value of an asset or liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). H. Initial application of new standards, amendments to standards and interpretations The following new or amended standards and interpretations became mandatory for the first time in 2022 and have been applied. The initial application of these standards did not have material impacts on the consolidated financial statements: Standard/Interpretation Title IASB effective date 1) Effective date of initial application in the EU 1) Amend. I FRS 3 References to the conceptual framework 1 Jan 2022 1 Jan 2022 Amend. IAS 16 Proceeds prior to the intended use 1 Jan 2022 1 Jan 2022 Amend. IAS 37 Onerous contracts and contract cost 1 Jan 2022 1 Jan 2022 Annual improvements (2018-2020) Amend. to IFRS 1, IFRS 9, IAS 41 and IFRS 16 1 Jan 2022 1 Jan 2022 1) For financial years beginning on or after that date Amendment IFRS 3, IAS 16 and IAS 37 The amendment to IAS 37 „Provisions, Contingent Liabilities and Contingent Assets“ includes a clarification on the definition of settlement costs. The costs used to identify onerous contracts include both direct and indirect cost to the extent that those indirect cost are incremental to the contract. The amendment to IFRS 3 „Business Combinations“ relates exclusively to an adjustment to the references made to the framework. The amendment to IAS 16 „Property, Plant and Equipment“ clarifies that costs and revenues from the production and sale of items produced during the construction phase of an asset are to be recognised in profit or loss. Annual improvements (2018-2020) The annual improvements only include minor changes to IFRS 1, IFRS 9, IFRS 16 and IAS 41. I. New standards and interpretations not yet applied Application of the following standards, interpretations and amendments was not mandatory for the 2022 financial year and the Group did not choose to apply them in advance. After a preliminary assessment, the Group does not expect material impacts on the financial statements. The respective changes and their mandatory dates of implementation are outlined in the table below: Relevant new standards, interpretations and amendments to existing standards and interpretations Endorsement status in the EU Effective date for Group Amendments to standards Amend. IAS 1, IFRS Practise Statement 2 Presentation of Financial Statements and IFRS Practice statement 2: Disclosure of Accounting policies endorsed on 2 March 2022 1 Jan 2023 Amend. IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current endorsed on 19 December 2023 1. Jan 2024 Amend. IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates endorsed on 3 March 2022 1 Jan 2023 Amend. IAS 12 Income Taxes: Deferred tax related to Assets and Liabilities arising from a Single Transaction endorsed on 11 August 2022 1 Jan 2023 Amend. IAS 12 Income taxes: International Tax Reform - Pillar Two Model Rules endorsed on 8 November 2023 1 Jan 2023 Amend. IFRS 16 Lease liabilities in a Sale and Leaseback endorsed on 20 November 2023 1 Jan 2024 Amend. IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability not yet endorsed 1 Jan 2025 Amend IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments not yet endorsed 1 Jan 2026 Annual Improvements Volume 11 Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10, ans IAS 7 not yet endorsed 1 Jan 2026 Amend. IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 - Comparative Information endorsed on 8 September 2022 1 Jan 2023 New Standards IFRS 17 Insurance contracts endorsed on 23 Nov 2021 1 Jan 2023 IFRS 18 Presentation and Disclosure in Financial Statements not yet endorsed 1 Jan 2027 IFRS 19 Subsidiaries without Public Accountability: Disclosures not yet endorsed 1 jan 2027 J. Uncertainties on the continuation as a going concern Adler Group has taken considerable steps to ensure its ongoing viability through a restructuring plan agreed in April 2023. Following the implementation of the restructuring plan, Adler Group has taken various actions aimed at stabilising the business and managing debt maturities effectively. These measures have been instrumental in reinforcing the Group’s capacity to continue as a going concern. While the Group has achieved operational successes and realised asset disposals since April 2023, it faces persistent challenges due to market weakness in the German real estate sector. Inflationary pressures, elevated borrowing costs, and greater asset devaluations than expected have shaken investor confidence and curtailed transaction volumes. The initial restructuring plan, predicated on asset sales for debt repayment, has been reassessed in light of the strained ability to dispose of assets at favourable prices under these market conditions. In response, Adler Group has proactively revised its restructuring framework, focusing on two key pillars: (i) a revised business plan to restructure the Group’s most difficult assets and to participate in the expected market recovery, and (ii) a financial restructuring plan which improves the Group’s cash position, stabilises the debt structure by postponement of maturities beyond 2026/27 and provides a sufficient equity position until maturity of Adler Group’s prolonged debt in order to provide a solid foundation for the Group’s going concern for at least, but not limited to, the next two years. This revised restructuring framework was the basis of Management’s assessment of going concern which was conducted as part of the process of finalising these financial statements. On 18 June 2024, Adler Group’s bondholders cleared the way for Adler Group’s comprehensive recapitalisation via a consent solicitation, following a binding agreement with a steering committee of bondholders supporting the recapitalisation of the Group as announced on 24 May 2024. The comprehensive recapitalisation was expected to be implemented through the conversion of certain of the existing debt instruments into subordinated perpetual notes which are to be classified as equity under IFRS, thereby strengthening Adler Group’s book equity by approximately EUR 2.3 billion and stabilising its balance sheet. In connection therewith, certain of the Group’s existing debt maturities were expected to be extended to December 2028, December 2029, and January 2030. Furthermore, Adler Group was expected to be provided with up to EUR 100 million of additional liquidity through an increase in the existing 1L New Money Facility and also the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024, which would otherwise be applied in mandatory repayment of the existing 1L New Money Facility. On 9 August 2024, the extraordinary General Meeting (EGM) of Adler Group approved the proposed amendments to the articles of association of Adler Group, including authorising the Board of Directors to issue voting securities representing 75% of the voting rights. With this approval, the EGM voted in favour of the comprehensive recapitalisation of the Group. Bondholders invested in the 2L Notes are to receive 75% of the voting rights of Adler Group. Such voting rights will not participate in the dividends of Adler Group. Based on this progress, Management was able to complete the comprehensive recapitalisation and the extension of the debt maturities combined with new liquidity on 19 September 2024, the restructuring effective date. In addition, Adler Group was able to successfully prolong several secured bank loans in the second quarter of 2024 until 2028. These recent measures, coupled with the projected recovery of the real estate market and a more stable economic environment, bolsters the Group’s assertion of its going concern status, underpinning its capability to fulfil financial commitments, dispose of assets, and satisfy liabilities in the ordinary course of operations. Nevertheless, despite proactive measures, the going concern assessment is inherently subject to certain risks and uncertainties. The consolidated financial statements of Adler Group S.A., as per International Financial Reporting Standards, presuppose the entity’s ability to continue as a going concern. This is predicated on the successful negotiation with creditors to sustain the business, realise asset sales, and settle liabilities in the ordinary course of business for the foreseeable future, which is assessed to be at least, but not limited to, two years from the reporting date. Note 3 – Basis of consolidation Consolidation methods The consolidated financial statements comprise the Company and the subsidiaries it controls. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. In addition to the Company, 515 subsidiaries (2021: 568) have been included in these consolidated financial statements. When buying a company holding real estate assets (“Property Company”), the Group exercises judgement to determine whether it is the purchase of a business or a group of assets and liabilities, for the purpose of determining the accounting treatment of the transaction. In determining whether a Property Company is a business, the Group examines, inter alia, the nature of existing processes in the Property Company, including the extent and nature of management, security, cleaning and maintenance services provided to tenants. In transactions in which the acquired company is a business, the transaction is accounted for as a business combination according to IFRS 3. However, in transactions in which the acquired Property Company is not a business, the acquisition cost, including transaction costs, is allocated in proportion to the identified assets and liabilities acquired, based on their relative fair values at the acquisition date. In this case, neither goodwill nor deferred taxes on the temporary difference existing at the date of acquisition are recognised. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment. Non-controlling interests comprise the equity of a subsidiary that cannot be attributed, directly or indirectly, to the Company. Profit or loss and any part of other comprehensive income are allocated to the owners of the Company and the non-controlling interests. For changes in the consolidation scope without loss of control (such as increase/decrease in the percentage held in the investee), the Group adjusts the carrying amounts of the controlling and non-controlling interests to reflect the changes in the relative interests in the subsidiaries according to IFRS 10.B96. The resulting gains or losses are presented within owner’s equity. A put option granted by the Group to non-controlling interests that is settled in cash or another financial instrument is recognised as a liability at the present value of the exercise price. In subsequent periods, changes in the value of the liability and dividends distributed to non-controlling interests in respect of put options are recognised in equity. The Group’s share of a subsidiary’s profits includes the share of the non-controlling interests to which the Group granted a put option, also when the non-controlling interests have access to the returns arising from the interests in the investee company. Note 4 – Significant accounting policies A. Investment properties Investment property is property held to earn rental income or for capital appreciation or both and is not owner-occupied or held for sale in the ordinary course of business. Investment property is initially measured at cost, including transaction costs. In subsequent periods, investment property is measured at fair value, and changes in fair value are recognised in the statement of profit and loss. Gains and losses on the disposal of investment property are determined by comparing the net proceeds from the disposal with the asset’s carrying amount (the fair value of the investment property as at the disposal date). The gains and losses on the disposal of investment properties is recognised among other income or expense when the significant risks and rewards of ownership have been transferred to the buyer, provided that the Group has no further substantial acts to complete under the contract. In certain circumstances the Group may decide to change the use of existing buildings that are rented out and classified as investment property into trading properties; the Group then begins the process of converting such buildings. When the conversion is completed, the necessary approvals are received and the marketing of the apartments begins, the aforesaid buildings are reclassified from investment properties to trading properties. The cost of trading properties is determined according to the fair value at the time of the change in use. Projects to develop real estate with a view to be used as part of the Group‘s yielding portfolio (build-to-hold) are classified as investment property. Projects to develop real estate with a view to sale (build-to-sell) are classified as inventories. Such classification is made at the commencement of project development or the date when a real estate development project is acquired from third parties. In certain cirumstances, the Group changes its asset management strategy for real estate development projects from „build-to-hold“ to „build-to-sell“. A change in management’s intentions for the use of a property in itself, however, does not provide sufficient evidence for a transfer of a project from investment property to inventories. Reclassification is made only when the Group actually ceases to develop a project as build-to-hold and commences development of a distinct project as build-to-sell. That is why the presentation of investment properties in the consolidated financial statements may differ from the assets management strategy laid out in other means of investor communication. The Group presents advances in respect of investment properties as non-current assets and does not include them as part of the investment properties. In subsequent periods, when the transactions are completed, the advances are reclassified to investment properties. B. Investments accounted under the equity method Investments over which the Group exerts significant influence – generally as a result of shareholdings between 20% and 50% – are basically measured using the at-equity method. For investments requiring measurement using the equity method, the acquisition cost is increased or decreased each year by the changes in equity attributable to the Group. Gains and losses from transactions between Group companies and associates are eliminated based on the Group’s share in the associates. Gains and losses from transactions between associates are not eliminated. C. Lease accounting (IFRS 16) Leases in which the Group is the lessee The Group has lease agreements with respect to the following items: 1. Leasehold contracts for land (leaseholds); 2. Leases for office space, garages and storage space (property); 3. Leases for cars and commercial vehicles (vehicles); 4. Leases for hardware and heating equipment (hardware and contracting). Information regarding material lease agreements Leasehold contracts have terms of up to 200 years. The lessee has no renewal or purchase options. Some of the leasehold payments are index-linked. The right-of-use assets arising from leasehold contracts meet the definition of the investment properties and are accounted for using IAS 40. The Group leases office space, garages and storage space. These leases typically do not have a fixed term and can be terminated by the contracting parties observing a defined notice period. In assessing the term of such leases, the Group assumed that the respective leases will remain in effect for five years, unless there were specific indications of shorter use. Some leases provide for additional lease payments based on changes in local price indexes. The Group enters into lease agreements for cars and commercial vehicles which typically have a term of three to four years. Typically there are no renewal or purchase options, or such options are not exercised. The Group leases hardware and heating equipment (contracting). The terms for leases for hardware are typically between four and five years. Typically there are no renewal or purchase options, or such options are not exercised. In the context of contracting agreements, the leases for heating equipment will gradually expire by 2031 at the latest and will not be renewed. On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses whether it has the following two rights throughout the lease term: (1) The right to obtain substantially all the economic benefits from use of the identified asset; and (2) The right to direct the identified asset’s use. The Group has chosen to apply the following expedients: Apply the practical expedient regarding the recognition and measurement of leases where the underlying asset has a low value. These leases continue to be recognised in profit or loss over the term using the straight-line method; Apply the practical expedient regarding the recognition and measurement of short-term leases that end within 12 months from the date of commencement. The leases with low value underlying assets typically relate to office equipment, emergency call devices in lifts, smoke alarms, heating and water meters. For all lease contracts that meet the definition of leases according to IFRS 16, the Company recognises lease liabilities equal to the present value of the future lease payments, discounted using the term-specific incremental borrowing rate. Correspondingly, right-of-use assets are recognised in the amount of the lease liabilities, plus any advance payments or any initial direct costs. Periods resulting from extension or termination options granted on a unilateral basis are assessed on a case-by-case basis and are only taken into account if their use is sufficiently probable - for example, due to financial incentives. The Group reports right-of-use assets that do not meet the definition of investment property in its statement of financial position separately. Accordingly, the current and non-current portion of lease liabilities are presented separately in the statement of financial position. Right-of-use assets to investment property (leaseholds) measured at fair value in accordance with IAS 40 are likewise measured at fair value and reported under investment properties. Leases in which the Group is the lessor The Group leases investment properties and leaseholds to tenants. The Group classifies these leases as operating leases as the lessee does not receive substantially all of the risks and rewards incidental to ownership. For the residential properties, leases are generally subject to the three-month statutory term of notice. The Group recognises operating lease payments as revenue on a straight-line basis over the lease term. The Group charges the tenants for land tax and building insurance incurred. Land tax and building insurance do not transfer goods and services to tenants and fall within the scope of IFRS 16 (see Note 31). D. Inventories including acquired land and buildings Inventories are measured at the lower of cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and sale. The cost of inventories includes expenses incurred in acquiring the inventories (i.e., land and buildings) and related purchase costs. The cost of inventories also includes a reasonable share of the indirect overheads based on normal production capacity as well as attributable borrowing costs. E. Restricted bank deposits Restricted bank deposits consist of deposits in banks that the Group has pledged to secure banking facilities, deposits received from tenants, and restricted proceeds from condominium sales. The Group cannot use these deposits freely for operations. The basis of measurement of the restricted bank deposits is amortised cost. F. Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits in banks and short-term investments with an original term of up to three months. The basis of measurement of the cash and cash equivalents is amortised cost. G. Financial instruments (1) Non-derivative financial assets The Group initially recognises trade receivables and debt instruments issued on the date that they are created. All other financial assets are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. Except for items measured at fair value through profit or loss, a financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables. Derecognition of financial assets Financial assets are derecognised when the contractual rights of the Group to the cash flows from the asset expire, or the Group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. When the Group retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognise the financial asset. Classification of financial assets into categories and the accounting treatment of each category Financial assets are classified at initial recognition to one of the following measurement categories: amortised cost, fair value through profit or loss or fair value through other comprehensive income. Financial assets are not reclassified in subsequent periods unless, and only if, the Group changes its business model for the management of financial debt assets, in which case the affected financial debt assets are reclassified at the beginning of the period following the change in the business model. A financial asset is measured at amortised cost (aac) if it meets both of the following conditions and is not designated at fair value through profit or loss: It is held within a business model, the objective of which is to hold assets so as to collect contractual cash flows; and The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates. All financial assets not classified as measured at amortised cost as described above, as well as financial assets designated at fair value through profit or loss, are measured at fair value through profit or loss (aafvPL). The Group has balances of trade and other receivables, financial assets and deposits that are held within a business model, the objective of which is to collect contractual cash flows. The contractual cash flows of these financial assets represent solely payments of principal and interest, which reflects consideration for the time value of money and the credit risk. Accordingly, these financial assets are measured at amortised cost. Assessment whether cash flows are solely payments of principal and interest For the purpose of assessing whether the cash flows are solely payments of principal and interest, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined as consideration for the time value of money, for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: contingent events that would change the timing or amount of the cash flows; terms that may change the stated interest rate, including variable interest; and terms that limit the Group’s claim to cash flows from specified assets (for example a non-recourse financial asset). Subsequent measurement and gains and losses Financial assets at fair value through profit or loss (aafvPL) If the contractual cash flows of the financial assets do not solely represent payments of principal and interest, they are measured at fair value through profit or loss. Net gains and losses, including any interest income or dividend income, are recognised in profit or loss (other than certain derivatives designated as hedging instruments). Financial assets at amortised cost (aac) These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. Financial assets at fair value through other comprehensive income (aafvOCI) These assets are subsequently measured at fair value. Net gains and losses, including any interest income or dividend income, are recognised in other comprehensive income. (2) Non-derivative financial liabilities Non-derivative financial liabilities include bonds, loans and borrowings from banks and others, trade and other payables. The Group initially recognises financial liabilities on the trade date when the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method (flac). An exchange of debt instruments having substantially different terms between an existing borrower and lender is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability at fair value. In such cases, the entire difference between the amortised cost of the original financial liability and the fair value of the new financial liability is recognised in profit or loss as financing income or expense. The terms are substantially different if the discounted present value of the cash flows according to the new terms (including any commissions paid, less any commissions received and discounted using the original effective interest rate) is different by at least ten percent from the discounted present value of the remaining cash flows of the original financial liability. In addition to the aforesaid quantitative criterion, the Group also examines qualitative factors, inter alia, whether there have also been changes in various economic parameters inherent in the exchanged debt instruments. (3) Share capital – ordinary shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. Incremental costs directly attributable to an expected issuance of an instrument that will be classified as an equity instrument are recognised as an asset in deferred expenses in the statement of financial position. The costs are deducted from the equity upon the initial recognition of the equity instruments, or recognised in profit or loss as finance expenses if the issuance is no longer expected to take place. (4) Derivative financial instruments, including hedge accounting The Group enters into contracts for derivative financial instruments such as interest rate swaps (SWAP) to hedge risks associated with variable interest rate bank loans. The Group holds the derivatives as an economic hedge without designating them for a hedge relationship. The stand-alone derivatives are measured at fair value through profit and loss (lafv). Recycling of cash flow hedge reserve to profit and loss For the hedge relationships the amount recognised in the other comprehensive income is transferred to profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item as the hedged item in the statement of profit or loss. (5) Hybrid financial instruments (convertible bond) Liabilities that are convertible into shares at the option of the holder, including a cash settlement option in favour of the Group, are a hybrid instrument (combined) that is fully presented as a financial liability. The instrument is split into two components for measurement purposes: a liability component without a conversion feature that is measured at amortised cost according to the effective interest method, and a conversion option that is an embedded derivative and is measured at fair value at each reporting date. Separable embedded derivatives that do not serve hedging purposes Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset. Embedded derivatives are separated from the host contract and accounted for separately if: (a) the economic characteristics and risks of the host contract and the embedded derivative are not closely related; (b) a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and (c) the combined instrument is not measured at fair value through profit or loss. Changes in the fair value of separable embedded derivatives are recognised in profit or loss, as financing income or expense. H. Impairment (1) Non-derivative financial assets Financial assets The Group recognises allowances for expected credit losses in respect of financial assets at amortised cost. Under the general approach, the deterioration or improvement of the credit quality of a financial asset is reflected in three different measurement stages. Stage 1 (12-month expected credit loss): to be applied to all items from their date of initial recognition unless there has been a significant deterioration in credit quality; Stage 2 (lifetime expected credit loss - not credit impaired): to be applied where the credit risk of a financial asset or a group of financial instruments has increased significantly; Stage 3 (lifetime expected credit loss - credit impaired): to be applied where there is objective evidence of impairment. The Group has elected to measure the provision for expected credit losses in respect of trade receivables and contract assets, which comprise a very large number of small balances, at an amount equal to the full lifetime credit losses of the instrument (simplified approach). The Group uses a credit loss matrix when calculating expected credit losses in respect of trade receivables from tenants and contract assets. The matrix is based on historical default rates and takes into account future expectations. For other receivables, the expected credit losses are individually estimated taking into account the credit quality and credit enhancements in place. When determining whether the credit risk of a financial asset has increased significantly since initial recognition, and when estimating expected credit losses, the Group considers reasonable and supportable information that is relevant and available with no undue cost or effort. Such information includes quantitative and qualitative information, and an analysis based on the Group’s past experience and informed credit assessment, and it includes forward looking information. The Group assumes that the credit risk of a financial asset has increased significantly since initial recognition when contractual payments are past due for more than 30 days unless there is reasonable and supportable information available to demonstrate that the credit risk has not increased significantly since initial recognition. The Group considers a financial asset to be in default when: the borrower is unlikely to pay its credit obligations to the Group in full; or the contractual payments of the financial asset are past due for more than 180 days. Lifetime expected credit losses are expected credit losses that result from all possible default events over the expected life of the financial asset. The maximum period considered when assessing expected credit losses is the maximum contractual period over which the Group is exposed to credit risk. Measurement of expected credit losses Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the nominal value of the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive. Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes a breach of contract such as a default or payments being past due. Presentation of provision for expected credit losses in the statement of financial position Provisions for expected credit losses of financial assets measured at amortised cost are deducted from the gross carrying amount of the financial assets. Write-off The gross carrying amount of a financial asset is written off when the Group does not have reasonable expectations of recovering a financial asset in its entirety or a portion thereof. This is usually the case when the Group determines that the debtor does not have assets or sources of income that may generate sufficient cash flows for paying the amounts being written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. Write-off constitutes a derecognition event. (2) Non-financial assets At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than investment properties, trading properties and deferred tax assets) to determine whether there is any indication of impairment. The next step involves estimating the recoverable amount of the group of cash-generating units (CGU). This corresponds to either the fair value less costs of sale or the value in use, whichever is higher. Determining the value in use includes adjustments and estimates regarding the forecast and discounting of the future cash flows. Although the management believes that the assumptions used to determine the recoverable amount are appropriate, any unforeseeable changes in these assumptions could result in impairment losses, with a detrimental impact on the net assets, financial position and results of operations. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. For the purpose of goodwill impairment testing, goodwill acquired in a business combination is allocated to the respective CGUs that are largely independent of the cash inflows of other assets and are expected to benefit from the synergies of the business combination. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purposes and is not larger than an operating segment. The value in use is derived from the estimated future free cash flows. These are based on the ten-year detailed planning phases specific to the cash-generating units and perpetual annuities for the subsequent period. The detailed planning phases and perpetual annuities include both contractually agreed development projects and new development projects planned with standard expected margins reflecting sustainable business development. Both the agreed property projects and the planned inventory projects consider experience from previous years and management forecasts for the development of the property market. I. Provisions Provisions are recognised in other payables when the Group has a present, legal or constructive obligation as a result of a past event that can be estimated reliably and it is probable that it will require an outflow of resources embodying economic benefits to settle the obligation. The Group recognises indemnification as an asset if, and only if, it is virtually certain that the indemnification will be received if the Group will settle the obligation. The amount recognised for the indemnification does not exceed the amount of the provision. Provisions are measured on the basis of discounted expected future cash flows. J. Employee benefits Share-based payment transactions The grant-date fair value of equity-settled share-based payment awards granted to employees is recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with market performance vesting conditions, the grant-date fair value of the share-based payment awards is measured to reflect such conditions, and therefore the Group recognises an expense in respect of the awards whether or not the conditions have been met. Share-based payment arrangements in which equity instruments are granted by the parent company to the employees of the Group are recognised in the reserve from transactions with the controlling shareholder. Share-based payment arrangements in which the Company’s equity instruments are granted are recognised in the retained earnings. K. Revenue recognition Revenue from contracts with customers In addition to rental income which represents a major source of income within scope of IFRS 16, the Group also generates revenue from a number of contracts with customers which fall in the scope of IFRS 15 Revenue from Contracts with Customers . The Group recognises revenue when the customer obtains control over the promised goods or services. The revenue is measured according to the amount of the consideration to which the Group expects to be entitled in exchange for the goods or services promised to the customer, other than amounts collected for third parties. The Group’s key sources of revenue under IFRS 15 include: revenue from charged costs of utilities and facility services; revenue from sale of trading properties (condominiums); revenue from property development; revenue from real estate inventories disposed of. Revenue from charged costs of utilities and facility services The Group provides ancillary services to tenants, mainly utilities such as heating, cold water, draining, street cleaning, gardening, which it recharges the tenants. Each promised service is accounted for as a single performance obligation. The performance obligation is satisfied over time in accordance with IFRS 15.3, because the tenant simultaneously receives and consumes the benefits while they are rendered by Group and the Group’s performance does not create an asset with alternative use whereby the Group has an enforceable right to payment for performance completed to date. Revenue from the rendering of these services is recognised by reference to the stage of completion at the end of the reporting period. Under this method, revenues are recognised in the accounting periods in which the services are rendered. The tenants perform advance payments in relation to ancillary services which are due monthly and are payable immediately. The liabilities from advance payments of ancillary services are reported net with contract assets from the services completed to date. Depending on the balance, the net amount is presented either as accrued receivables under trade receivables or as contract liabilities under trade payables. Revenue from sale of trading properties (condominiums) The Group enters into contracts with customers to sell trading properties. The promised goods and services identified in the contract mainly include condominiums. The promised transfer of ownership of the trading properties is accounted for as a single performance obligation which is satisfied at the point in time when the control is transferred to the customer, which is generally expected to be when legal title is transferred. The customer contract specifies a fixed or a determinable amount as consideration and an immediate payment term whereby the transfer of control and payment occur simultaneously. Revenue from the sale of trading properties is measured at the fair value of the consideration. Revenue from property development The Group enters into forward sale contracts, i.e., the sale of properties before their completion with institutional or individual customers. The Group differentiates between two different types of development projects for which revenue is recognised over time: forward sales of development projects to institutional investors and the forward sale of apartments primarily to individuals. Forward sales of development projects to institutional investors are separated into two material performance obligations, one involving the sale of land and the other representing the development work performed. Whereas the development work is accounted for over time on a percentage of completion basis, revenue for the sale of the land is recognised at the point in time when the customer obtains control over the land, typically at the end of the forward sale. For the accounting of forward sales of apartments to individuals only one performance obligation is assumed. The agreed total revenue from the contract is allocated to the performance obligations for land and development in accordance with the relative stand-alone selling prices. The relative stand-alone selling prices are estimated by using the standard land values for the land performance obligation, taking into account the gross floor area plus capitalised interest up to the date of conclusion of the forward sales contract, and for the development performance obligation the remaining costs of the project plan thereafter plus the margin or a minimum margin planned. Revenue for the land performance obligation is recognised at the point in time when the title passes and revenue for the performance obligation development project is recognised over time. For the accounting of forward sales of apartments to individuals only one performance obligation is assumed, namely the development of the respective apartment. Similarly, the development work is accounted for over time on a percentage of completion basis. Upon conclusion of a forward sales contract, the Group begins to recognise revenue from property development over a certain period of time, provided that planning permission had already been granted at the time the contract was concluded. If planning permission is granted after the contract has been signed, the period-related revenue recognition does not commence until the building permit (“Baugenehmigung”) is granted, as the forward sales customer usually has the right to withdraw from the contract before the building permit is granted. Revenue recognised over time is calculated using the “Percentage of Completion” method, which determines the stage of completion of the development project on the basis of the costs incurred in relation to the expected total costs. Revenue over the period is determined according to the stage of completion of the development project, which is calculated on the basis of the costs incurred in relation to the expected total costs. In the Group’s opinion, this method is the most reliable way of estimating the stage of completion of a project because potential cost overruns are immediately identified and taken into account. If the contract revenue cannot be reliably estimated, it is recognised without a margin in the amount of the contract costs incurred. If contract losses are expected, appropriate provisions are recognised in the statement of profit or loss, so that the contract loss is fully recognised before the completion of the contract. The timing of revenue recognition, invoicing and cash collections results in billed accounts receivables, unbilled receivables (contract assets) and customer advances (contract liabilities) in the Statement of Financial Position. In the Group’s development activities, amounts are billed as work progresses in accordance with agreed-upon contractual term, either at periodic intervals or upon achievement of sub-works (“baurechtliche Gewerke”). The completion of these sub-works is usually confirmed by external experts or the customers itself. Generally, billing occurs subsequent to revenue recognition resulting in contract assets. However, the Group sometimes receives advances from its customers before revenue is recognised, resulting in contract liabilities. These assets and liabilities are reported in the Consolidated Statement of Financial Position on a contract-by-contract basis at the end of each reporting period. Based on the expected date of advance payment by the customer, which is presented net after offset with relating gross contract amount on contract basis, the Group considers contract assets which are realised within a period of one year from the reporting date as current, whereas contract assets which are realised after more than one year are classified as non-current. The outstanding performance obligations from the customer contracts relate to the completion of the construction of the buildings and usually do not include any obligations of the Group concerning returns or similar obligations and only includes the statutory warranties. Revenue from real estate inventories disposed of Occasionally, the Group enters into contracts with customers to sell development projects in current state (up-front sales). Revenue from the sale is recognised when the control has been transferred to the customer; this is usually the case when transferring ownership rights, benefits and obligations arising from properties. It is required that there are contractual arrangements with enforceable rights and obligations and that it is likely that the consideration specified will be received. The contracts in question include the transfer of one or multiple development projects in current state as performance obligation with a fixed or determinable consideration and a specific point-in-time where the transfer of control takes place. This is generally when the legal title to the property is transferred. The consideration is usually deposited on notary accounts and paid to the Group when the control has been transferred. The Group has elected to make use of the following practical expedients: The Group applies the practical expedient regarding the consideration of material financing components, according to which the consideration does not have be adjusted for the effects of financing if it is expected at the time of conclusion of the contract that the period between the receipt of the consideration and the time of realisation of the sale will not exceed one year, IFRS 15.63; The Group applies the practical expedient to recognise the incremental costs of obtaining a contract as an expense when incurred if the amortisation period of the asset that the Group otherwise would have recognised is one year or less, IFRS 15.94; As a practical expedient, the Group does not disclose the information about its remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less, IFRS 15.121; The Group applies the practical expedient in IFRS 15.121 and does not disclose information about the remaining performance obligations for contracts in which the Group has a right to consideration from tenants in an amount that corresponds directly with the value to the tenant of the Group’s performance completed to date. L. Finance income and costs Finance income comprises interest income on funds invested including changes in the fair value of financial assets or liabilities at fair value through profit or loss and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Finance costs comprise interest expense on borrowings, changes in the fair value of financial assets or liabilities at fair value through profit or loss, impairment losses recognised on financial assets, losses from refinance and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using the effective interest method. In the statements of cash flows, interest received is presented as part of cash flows from investing activities. Interest paid and dividends paid are presented as part of cash flows from financing activities. M. Taxation Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Current taxes also include taxes in respect of prior years and any tax arising from dividends. To the extent applicable, uncertainties of tax treatments are adequately reflected as provisions and presented as income tax liabilities. Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognised for the following taxable temporary differences: the initial recognition of goodwill; the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and differences relating to investments in subsidiaries, to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future, either by way of selling the investment or by way of distributing dividends in respect of the investment. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. For investment property that is measured at fair value, there is a rebuttable presumption that the carrying amount of the investment property will be recovered through sale. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised for unused tax losses, tax benefits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset only on entity level or within tax groups. Current and deferred tax is charged or credited in profit or loss, except when it relates to items charged or credited directly to other comprehensive income or equity, in which case the deferred tax is recognised in other comprehensive income or equity, respectively. N. Earnings per share The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares, which comprise options granted to employees. O. Non-current assets (liabilities) and disposal groups held for sale Non-current assets (or groups of assets and liabilities for disposal) are classified as held for sale or distribution if it is highly probable that they will be recovered primarily through a sale transaction or a distribution to the owners and not through continuing use. This applies also when the Company is obligated to a sale plan that involves losing control over a subsidiary, whether or not the Company will retain any post-sale non-controlling interests in the subsidiary. Immediately before classification as held for sale or distribution, the assets (or components of a disposal group) are re-measured in accordance with the Group’s accounting policies. Thereafter, the assets (or components of a disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is initially allocated to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except when no loss is allocated to assets that are not in the scope of the measurement requirements of IFRS 5 such as: inventories, financial assets, deferred tax assets, employee benefit assets, investment property measured at fair value (IAS 40), which are continued to be measured in accordance with the applicable IFRSs and Group’s accounting policies. In subsequent periods, depreciable assets classified as held for sale or distribution are not periodically depreciated, and investments in associates classified as held for sale are not accounted for by the equity method. According to the Group’s accounting policy, investment properties are accounted for as non-current assets held for sale when notarised purchase contracts have been signed or declaration of intent to purchase has been signed by both parties as of the reporting date but transfer of the title did not yet take place on the balance sheet date. Initially they are recognised at the contractually agreed selling price and subsequently at fair value less costs to sell, if the latter is lower. Note 5 – Acquisitions and other changes in the consolidation scope In 2022, 27 companies (2021: 17 companies) were deconsolidated. 7 companies (2021: 4 companies) were merged with others, no companies (2021: 1 company) were liquidated. A. Deconsolidation of subsidiaries On 30 December 2022, BCP - a subsidiary of Adler - completed the sale of a portfolio of 2,700 residential units located in the city of Leipzig to Tristan Capital Partners LLP, London for a preliminary purchase price of EUR 126,101 thousand. The transaction has been structured as a share deal, where 89.8% of the shares of BCRE Leipzig Wohnen Nord B.V., BCRE Leipzig Wohnen Ost B.V. and BCRE Leipzig Wohnen West B.V. have been sold while 10.2% of the shares have been retained as minority interest. In EUR thousand 31 Dec 2022 Preliminary purchase price 126,101 Net assets Investment properties 216,142 Trade receivables 436 Other current assets 5 Cash and cash equivalents 2,451 Assets total 219,034 Deferred tax liabilities 23,919 Financial liabilities due to bank 63,968 Trade payables 1,798 Other current liabilities 163 Liabilities total 89,848 Result from deconsolidation (3,085) The result from deconsolidation was recognised in other expenses. The deconsolidation led to a decrease in cash and cash equivalents of EUR 2,451 thousand. The assets and liabilities of the entities have been previously presented as part of the disposal group BCP (see Note 17) among non-current assets and liabilities held for sale. With effect from 30 June 2022, the Group sold a portfolio of 1,200 residential and commercial units to Waypoint Holdings S.à r.l. The sale was structured as a share deal, where Adler Group sold its shares and received a repayment of shareholder loans for 24 entities. In Q2 2022 the transaction has been recognised at a preliminary purchase price of EUR 244,935 thousand (EUR 182,261 thousand thereof for the net asset and EUR 62,674 for the repayment of shareholder loans). The result from deconsolidation (EUR 18,896 thousand) was recorded in other income. In Q4 2022 the accounting for the transaction was finalised under consideration of total proceeds of EUR 249,503 thousand (EUR 186,829 thereof for the net assets and EUR 62.724 thousand as a repayment of shareholder loans). EUR 4,404 thousand of these proceeds have been received in February 2023, when the financial statements of the sold entities were finalised. The shares in the property companies were directly held by Yona Investment GmbH & Co. KG, Berlin, Yanshuf Investment GmbH & Co. KG, Berlin, Joysun 1 B.V. Netherlands, Joysun 2 B.V. Netherlands, in which Adler Group holds 60.0% with remaining shares held by non-controlling shareholders. The transaction led to the deconsolidation of the following entities (all seated in Berlin): Joysun Nestorstraße Grundstücks GmbH, Joysun Rubenstraße Grundstücks GmbH, Yona Stettiner Straße Grundstücks GmbH, Yona Schulstraße Grundstücks GmbH, Yona Otawistraße Grundstücks GmbH, Yona Stromstraße Grundstücks GmbH, Yona Gutenbergstraße Grundstücks GmbH, Yona Kameruner Straße Grundstücks GmbH, Yona Shichauweg Grundstücks GmbH, Yona Alt-Tempelhof Grundstücks GmbH, Yona Gruberzeile Grundstücks GmbH, Yona Schloßstraße Grundstücks GmbH, Yona Lindauer Allee Grundstücks GmbH, Yona Nogatstraße Grundstücks GmbH, Yona Bötzowstraße 55 Grundstücks GmbH, Yona Herbststraße Grundstücks GmbH, Yona Danziger Straße Grundstücks GmbH, Yona Schönstraße Grundstücks GmbH, Yanshuf Kaiserstraße Grundstücks GmbH, Yanshuf Binzstraße Grundstücks GmbH, Yanshuf Antonienstraße Grundstücks GmbH, Yanshuf Seestraße Grundstücks GmbH, Yanshuf Hermannstraße Grundstücks GmbH, Yanshuf Schmidt-Ott-Straße Grundstücks GmbH. In EUR thousand 31 Dec 2022 Preliminary purchase price 249,503 - thereof for the repayment of shareholder loans 62,674 - thereof for the acquisition of the net assets 186,829 Net assets Property, plant and equipment 15 Investment properties 244,203 Trade receivables 249 Other current assets 4,467 Cash and cash equivalents 1,737 Assets total 250,671 Deferred tax liabilities 20,641 Other non-current liabilities 1,616 Trade payables 575 Other current liabilities 62,627 Liabilities total 85,459 Result from deconsolidation 21,617 The result from deconsolidation was recognised in other income. The deconsolidation led to a decrease in cash and cash equivalents of EUR 1,737 thousand. In the fourth quarter of 2021, Adler, a 97% subsidiary of Adler Group, entered into a share purchase agreement with a subsidiary of LEG IMMOBILIEN SE (“LEG”), to dispose of 15,500 residential and commercial units. On 29 December 2021, the transaction was effectively completed due to transfer of control to the buyer. The properties were predominantly located in small and medium-sized towns in northern Germany. The sale was structured as a share deal including the entire shares in 13 entities (AFP II Germany GmbH, HKA Grundstücksverwaltungsgesellschaft mbH & Co. KG, HKA Verwaltungsgesellschaft mbH, Relda 38. Wohnen GmbH, Relda 45. Wohnen GmbH, Resident Baltic GmbH, Westgrund Immobilien GmbH, Westgrund Immobilien VIII. GmbH, Westgrund Wolfsburg GmbH, WBG Jade mbH, Zweite REO Real Estate Opportunities GmbH, Westgrund Niedersachsen Nord GmbH and Westgrund Niedersachsen Süd GmbH). Due to the loss of control, net assets of EUR 548,838 thousand (of which EUR 1,227,323 thousand) had been deconsolidated as of 31 December 2021. Based on the preliminary purchase price of EUR 689.6 million, the deconsolidation of the entities resulted in a gain on deconsolidation of EUR 123,209 thousand which had been presented in other income. The deconsolidation led to a decrease in cash and cash equivalents of EUR 47,686 thousand. As part of a share deal, TPL Erlangen S.à r.l. (total assets of EUR 12,784 thousand and total liabilities of EUR 11,748 thousand) has been deconsolidated with effect from 28 February 2021. The deconsolidation did not have a material impact on the consolidated financial statements. Magnus Achte Immobilienbesitz und Verwaltungs GmbH was deconsolidated on 1 April 2021 as part of another share deal. Based on the preliminary purchase price, the disposal of the company resulted in a loss on deconsolidation of EUR 334 thousand which is presented under other operating expenses. On 11 February 2021, Consus, a subsidiary of Adler Group, transferred control of a portfolio of non-core assets to an institutional investor for a consideration of about EUR 218,700 thousand. The transaction was structured as a share deal including 21 subsidiaries (Grundstücksgesellschaft TCR 1 mbH, Billwerder Neuer Deich GmbH, Neuländer Quarree GmbH, Cologneo II GmbH & Co. KG, Cologneo IV GmbH & Co. KG, SG Einkaufs-GbR Peschl-Areal, SG Peschl Areal 1 UG, SG Peschl Areal 2 UG, SG Peschl Areal 3 UG, SG Peschl Areal 4 UG, SG Peschl Areal 5 UG, SG Peschl Areal 6 UG, Consus Einkaufs-GbR Glockengut, SG Glockengut 1 UG, SG Glockengut 2 UG, SG Glockengut 3 UG, SG Glockengut 4 UG, SG Glockengut 5 UG, SG Glockengut 6 UG, SG Glockengut 7 UG ). The transaction resulted in a loss on deconsolidation of circa EUR 34,800 thousand which had been presented among other expenses. In 2021, Adler Lux S.à r.l and Brack European Ingatlankezelő Kft., Budapest, Hungary, had been removed from the consolidated group without material impact on the consolidated financial statements of the Group. B. Additions to the scope of consolidated entities With purchase agreements dated 6 July 2022, Westgrund I. Halle Verschmelzungs GmbH, RELDA 39. Wohnen Verschmelzungs GmbH and Spree Zweite Ost V GmbH were acquired from FORIS Gründungs GmbH. These entities have not executed any business before. The acquisition, therefore, did not have an material impact on the Group‘s consolidated financial statements. On 23 December 2022, AGPS BondC PLC, was incorporated in London with Adler Group S.A. as the sole shareholder. C. Changes in the consolidation scope without loss of control The following transactions did not result in a loss of control. The Group adjusted the carrying amounts of the controlling and non-controlling interests to reflect the changes in the relative interests in the subsidiaries. In the course of a sale of residential properties to KKR & Co. Inc. (see note 17), a significant number of the Groups‘ subsidiaries sold their entire asset portfolio. The Group subsequently repurchased the shares of the minority shareholders in those subsidiaries for a total price of EUR 39,425 thousand. EUR 21,155 thousand of the purchase price was settled by offsetting against receivables against minority shareholders. The remainder was paid in cash. The transaction resulted in a decrease in minority interest by EUR 36,683 thousand. EUR 3,389 thousand have been recognised in retained earnings. As per 1 July 2022, Taurecon increased its shareholding in 7 subsidiaries to 10.1% for a purchase price of EUR 9,830 thousand. The transaction resulted in an increase in minority interest by EUR 9,962 thousand. The remainder was recognised as a decrease in retained earnings. On 29 December 2022, the Group acquired the outstanding shares of Joysun 1 B.V. , Joysun 2 B.V., Songbird 1 Aps, Songbird 2 Aps from the minority shareholder. The purchase price amounted to EUR 50,438 thousand. The transaction led to a decrease in minority interest by EUR 60,936 thousand. The remainder was recognised as an increase in retained earnings. In addition, the Group increased its majority holding in Adler RE from approximately 96.7% to 96.9% for a purchase price of EUR 1,483 thousand. In 2021, Adler Group S.A. increased its stake in Adler RE from approximately 93.9% to 96.7% through a debt-to-equity swap. In the course of this transaction, Adler Group S.A. acquired 35,107,487 additional Adler shares against a contribution in kind of about EUR 478,000 thousand. The resulting net gain of about EUR 24,900 thousand was recognised in share premium. In addition, the Company increased its majority holding in Consus from approximately 94.0% to 96.9%. The resulting net loss of about EUR 17,600 thousand was recognised in share premium. According to share purchase agreement with LEG IMMOBILIEN SE dated 1 December 2021, Adler RE, a 96.7% subsidiary of the Group, decreased its stake in Brack Capital N.V. (BCP) from approximately 69.8% to 62.8%. The transaction resulted in an increase in minority interest by EUR 57,788 thousand. The resulting net gain of EUR 17,212 thousand had been recognised in retained earnings. At the annual General Meeting on 9 June 2021, the majority shareholder of Westgrund Aktiengesellschaft (Adler RE) decided on a squeeze-out of the minority shareholders. The squeeze-out led to a decrease of minority interest by EUR 32,258 thousand. The resulting net gain of EUR 2,237 thousand was recognised in retained earnings. D. Other changes In 2022, Energy AcquiCo I GmbH was merged with Magnus zweite Immobilienbesitz und Verwaltungs GmbH, WER 1. Wohnungsgesellschaft Erfurt Rieth mbH with Magnus Neunzehnte Immobilienbesitz und Verwaltungs GmbH, WER 2. Wohnungsgesellschaft Erfurt Rieth mbH with Magnus Zwanzigste Immobilienbesitz und Verwaltungs GmbH, RELDA 39. Wohnen GmbH with RELDA 39. Wohnen Verschmelzungs GmbH, Westgrund I. Halle Verschmelzungs GmbH together with Westgrund I. Halle GmbH, Spree Zweite Beteiligung Ost GmbH with Spree Zweite Ost V GmbH and Magnus Fünfte Immobilienbesitz und Verwaltungs GmbH with Magnus Elfte Immobilienbesitz und Verwaltungs GmbH. These mergers did not have material impact on the consolidated financial statements of the Group. In 2021, MBG Dallgow GmbH & Co. KG was merged to Münchener Baugesellschaft mbH, MÜBAU Real Estate GmbH was merged into Adler RE, MBG Beteiligungsgesellschaft mbH & Co. KG was merged into MBG Wohnbau Verwaltungsgesellschaft mbH and the same subsequently into Münchener Wohnbau GmbH without material impact on the Group’s consolidated financial statements. On 19 October 2021, Adler and the former acquirer signed an agreement to rescind from a share deal concluded on the sale of 75.0% of the shares in Glasmacherviertel GmbH & Co. KG on 22 September 2019 / 26 December 2019. Glasmacherviertel GmbH & Co. KG had since been accounted for as an associate. Adler did not treat that recission as a business combination (i.e., according to IFRS 3) but as a withdrawal from a contract (i.e., according to IFRS 15). As a result, the Group re-acquired net assets at an amount of EUR 220,938 thousand (thereof investment properties at an amount of EUR 396,638 thousand, deferred tax liabilities at an amount of EUR 32,009 thousand and interest-bearing loans liabilities at an amount of EUR 147,500 thousand). Due to delays in the approval of zoning plans in connection with the project and adverse developments in market conditions (see Note 2E on the impacts of the coronavirus pandemic and Note 2F on the impacts of the Ukraine crisis) an impairment of EUR 126,638 thousand had to be recorded on the project with a corresponding reversal of deferred tax liabilities at an amount of EUR 20,072 thousand. Since 31 December 2021, the project is presented as a disposal group together with all other assets and liabilities of Brack Capital Partners N.V. (see Note 17) Prior year’s acquisitions In 2021 Consus, a subsidiary of Adler Group sold its subsidiary Artists Living Frankfurt Com GmbH & Co. KG to Ajos RE 1 GmbH. In the first half of 2021, Consus and Ajos RE 1 GmbH agreed upon the repurchase of the entity as per 30 June 2021 for a purchase price of 1 EUR. The reacquisition did not constitute a business combination. As a result, the transaction was presented as an asset deal. When allocating the purchase price to the assets and liabilities, the project (presented under inventories) was assigned with an initial value of about EUR 66,000 thousand. As the residual value of the project turned out to fall below the initial value, an impairment of circa EUR 12,300 thousand had to be considered. Thus, inventories by way of acquiring assets were added in an amount of about EUR 53,700 thousand. Note 6 – Investment properties investment properties – residential / commercial In EUR thousand 2022 2021 Balance as at 1 January 5,566,469 8,396,307 Additions by way of acquiring assets 13,863 127,864 Capital expenditure 72,836 145,880 Transfer from investment properties to assets of disposal groups classified as held for sale (22,694) (2,431,716) Other reclassifications 93 (3,600) Disposal of investment properties (457,886) (1,292,538) Fair value adjustments (305,480) 624,272 Changes of investment properties presented as part of a disposal group among long-term assets held for sale 324,970 - Balance as at 31 December 5,192,171 5,566,469 Investment properties – project developments In EUR thousand 2022 2021 Balance as at 1 January 1,547,390 1,712,581 Additions by way of acquiring assets - 42,508 Transfer due to consolidation of at equity investments - 270,000 Capital expenditure 71,364 121,204 Disposal of investment properties (11,000) - Disposal of subsidiaries (41,000) - Transfer to investment properties from inventories - 97,735 Transfer from investment properties to assets of disposal groups classified as held for sale (64,700) (491,108) Other reclassifications 7,234 3,600 Fair value adjustments () (434,070) (209,130) Changes of investment properties presented as part of a disposal group among long-term assets held for sale 76,905 - Balance as at 31 December 1,152,123 1,547,390 () Changes in fair value of investment properties in consolidated statement of profit or loss include the revaluation loss from projects presented among assets held for sale in the amount EUR 22.3 million. According to the Group’s fair value valuation policies, investment properties generally undergo a detailed valuation as at 30 June and 31 December of each year unless the Group identified material changes in the value of these properties at an earlier date. Interest expenses capitalised in the investment properties under development amount to EUR 62,127 thousand (2021: EUR 24,481 thousand). The fair value of the residential investment properties as at 31 December 2022 was mainly determined by CBRE, an independent industry specialist that has appropriate, recognised professional qualification and up-to-date experience regarding the location and category of the respective properties. The fair value of the investment properties under construction (project developments) was determined by the valuation expert NAI Apollo, an independent industry specialist with appropriate, recognised professional qualifications and up-to-date experience regarding the location and category of the respective properties. The fair value measurement for all investment properties has been categorised as Level 3 fair value due to prevailing use of unobservable inputs to the adopted valuation method. The Group’s residential investment properties are valued using the discounted cash flow (DCF) method. Under the DCF method, the expected future income and costs of the properties are forecast over a period of 10 years and discounted to the date of valuation. The income mainly comprises expected rental income (current in-place rent, market rents as well as their development) taking vacancy losses into account. For investment properties under construction (project developments), which will be held in the long term to generate gross rental income and capital appreciation after completion, the residual value method is applied. This approach is common to calculate the value of real estate developments in planning stage or still under construction. The approach is a deductive method to derive the market value of an undeveloped project according to its construction / development progress and represents the amount a market participant would be willing to pay for the property (land). The approach is based on the assumption that the market value of an ongoing project can be derived from an indicative market value less the anticipated costs for the realisation of the project (e.g., construction or marketing costs). A combination of global inflationary pressure, higher interest rates, the recent geopolitical events in Ukraine and the ongoing impact of the coronavirus (“Covid-19”) has heightened the potential for greater disruptions in property markets over the short-to-medium term. According to CBRE, property markets are still mostly functioning, with transaction volumes and other relevant evidence at levels where enough market evidence exists upon which to base opinions of value. Based on the above, for certain major German cities, the overall fair values at portfolio level as at 31 December 2022 are stable. A negative fair value adjustment of EUR 389,879 thousand (2021: EUR +624,272 thousand) was recognised for the residential portfolio. Adler RE contributed with a fair value adjustment of EUR -297,458 thousand (2021: EUR 225,207 thousand). The commercial portfolio in the amount of EUR 49,100 thousand which stems from Brack Capital Properties B.V. (BCP), has been reclassified as held for sale in 2021 (see Note 17). During the reporting period, the development projects were impacted as follows: Parkhaus Hamburg (EUR 17,500 thousand) was transferred from “investment property” to “assets held for sale” as of 31 December 2022. The deal closing took place in January 2023. A development portfolio in the amount of EUR 386,300 thousand is part of the BCP disposal group and has been presented as assets held for sale in 2021 (see Note 17). A negative fair value adjustment of EUR 349,671 thousand (2021: EUR 209,130 thousand) was recognised for the development projects in 2022. Consus contributed with a negative value adjustment of EUR 337,300 thousand (2021: EUR 184,900 thousand). The main reasons for the negative fair value adjustments were increased finance and construction costs, and reduced market values after completion. EUR 4,271,926 thousand (31 December 2021: EUR 4,565,680 thousand) of the investment properties are encumbered with restrictions on realisability. Valuation technique and significant unobservable inputs Due to the significant disposals of the investment properties and reclassification of disposal groups including investment properties as held for sale (IFRS 5), the residential investment properties are more predominantly concentrated on Berlin. The following tables give an overview of the main valuation parameters and valuations results for each regional cluster as well as the change compared to the prior year: A. Investment properties – residential Location Balance as at 31 Dec 2022 Berlin Duisburg Düsseldorf Dortmund Other Total Value (EUR/m²) 3,806.83 1,335.30 3,339 1,840.08 1,394 3,516 Average residential in-place rent 8.87 5.80 8.57 6.39 5.82 8.51 CBRE market rent (EUR/m²) 9.77 6.25 10.35 7.15 6.74 9.39 Multiplier (current rent) 36.27 19.27 32.6 23.98 19.5 34.17 Multiplier (CBRE market rent) 30.13 17.54 27.1 20.84 16.2 28.57 Discount rate (%) 4.31 5.04 4.33 4.56 4.97 4.39 Capitalisation interest rate (%) 2.37 3.56 2.60 3.08 3.68 2.52 Market rental growth (%) 2.38 1.72 2.1 1.72 1.5 2.09 Vacancy rate (%) 0.52 2.04 1.0 1.55 2.3 0.71 Fair value (EUR thousand) 4,496,567 352,478 91,936 30,700 220,490 5,192,171 The following table gives an overview of the main valuation parameters and valuations for the prior year: Location Balance as at 31 Dec 2021 Berlin Duisburg Düsseldorf Dortmund Other Total Value (EUR/m²) 3,880 1,312 3,341 1,809 1,381 3,594 Average residential in-place rent 8.71 5.70 8.74 6.35 5.84 8.39 CBRE market rent (EUR/m²) 9.70 6.16 10.07 7.05 6.56 9.33 Multiplier (current rent) 37.6 19.1 32.7 23.4 19.6 35.5 Multiplier (CBRE market rent) 31.0 17.5 27.9 20.8 16.5 29.4 Discount rate (%) 4.22 5.12 4.00 4.62 4.98 4.31 Capitalisation interest rate (%) 2.29 3.64 2.52 3.14 3.70 2.44 Market rental growth (%) 2.4 1.7 1.7 1.7 1.5 2.8 Vacancy rate (%) 0.5 2.0 1.0 1.6 2.3 0.7 Fair value (EUR thousand) 4,871,499 346,882 91,998 30,290 225,800 5,566,469 B. Investment properties – commercial As at 31 December 2021, commercial properties amounting to EUR 49,100 thousand were included in the disposal group held for sale according to IFRS 5 (see Note 17). C. Investment properties - project development (under construction) Valuation parameters for investment properties under construction 31 Dec 2022 31 Dec 2021 Market rent, weighted average (EUR) 14.86 14.51 Project development costs (EUR/m²) 3,750 3,583 Capitalisation interest rate, weighted average (in %) 3.77 2.89 Sensitivity analysis The main value drivers influenced by the market are the market rents and their development, current rent increases, the vacancy rate and interest rates. The effect of possible fluctuations in these parameters is shown separately for each parameter and group in the following table. Interactions between the parameters are possible but cannot be quantified due to the complexity of the interrelationships: Investment properties – residential Valuation parameters Change in parameters In EUR thousand Change in values % Average new letting rent (EUR/m²) 10% 352,442 6.80 Vacancy rate (%) 1% (67,304) (1.30) Discount and capitalisation rate (%) 25bps (490,165) (9.46) Investment properties – project development (under construction) Sensitivity Market rent Capitalisation rate Construction costs Change in parameters (10%) 10% (0.25%) 0.25% (10%) 10% Change of fair value (EUR thousand) (241,100) 240,800 209,000 (171,600) 218,300 (218,600) The following table gives an overview of the sensitivity analysis for the prior year: Investment properties – residential Valuation parameters Change in parameters In EUR thousand Change in values % Average new letting rent (EUR/m²) 10% 362,633 6.62 Vacancy rate (%) 1% (70,735) (1.29) Discount and capitalisation rate (%) 25bps (531,275) (9.70) Investment properties – commercial Sensitivity Discount and rate cap Void month Market rent Change in parameters 0.25% (0.25%) 3 (3) 5.0% (5.0%) Change of fair value (EUR thousand) (3,080) 3,510 (710) 810 3,320 (3,120) Investment properties – project development (under construction) Sensitivity Market rent Capitalisation rate Construction costs Change in parameters (10%) 10% (0.25%) 0.25% (10%) 10% Change of fair value (EUR thousand) (349,800) 350,000 368,100 (306,300) 309,200 (308,900) Assuming all other variables remain constant, a negative change in the parameters at the same percentage would have a similar impact on the value, although in the opposite direction. D. Amounts that were recognised in the consolidated statement of profit or loss In EUR thousand 2022 2021 Rental income from investment property 244,506 346,188 Direct operating expenses arising from investment property that generated rental income during the period (38,717) (54,792) Total 205,789 291,396 Note 7 – Investments in financial instruments Investments in financial instruments principally relate to non-controlling interests in property companies disposed of in prior periods (in each case 10.1%) following the disposal of the shares. The instruments (31 December 2022: EUR 18.911 thousand, 31 December 2021: EUR 18,927 thousand) are measured at fair value through profit or loss. Note 8 – Investments accounted under the equity method The Investments accounted under the equity method include three (31 December 2021: three) associates and three (31 December 2021: three) joint ventures. The group has invested in two further joint ventures, which are not presented among investments accounted under the equity method due to immateriality. Instead, those investments are presented among other long-term financial investments and measured at fair value through profit and loss. Investments accounted under the equity method developed as follows: In EUR thousand 2022 2021 Balance as at 1 January 32,395 84,816 Share in profit and losses (at equity result) 208 758 Impairments (7,824) (1,436) Transfer to consolidated entities - (51,743) Transfer from / to non-current assets held for sale (IFRS 5) 751 - Balance as at 31 December 25,530 32,395 Investments in associates The investments in associates relate to ACCENTRO Real Estate AG (ACCENTRO), AB Immobilien B.V. (AB Immobilien) and Caesar JV Immobilienbesitz und Verwaltungs GmbH (Caesar). ACCENTRO is a listed corporation and engages in the trading (purchase and sale) of residential properties and individual flats as well as the brokerage business in the context of residential property privatisation. Adler holds 4.78% (31 December 2021: 4.78%) of ACCENTRO’s shares. Nevertheless, due to the possibility of exercising significant influence through a member of the Supervisory Board, the company is included in the consolidated financial statements as an associate and accounted under the equity method. The carrying amount of the investment in ACCENTRO developed as follows: In EUR thousand 2022 2021 Balance as at 1 January 10,466 11,557 Additions arising from business combination - - Share in profit and loss (at equity result) 32 345 Impairments (7,056) (1,436) Balance as at 31 December 3,442 10,466 The tables below represent the combined financial information of ACCENTRO based on the last published IFRS consolidated financial statements: Assets (in EUR thousand) 31 Dec 2022 31 Dec 2021 Non-current assets 453,615 427,705 of which goodwill 17,776 17,776 Current assets 423,511 485,761 of which inventories 234,935 300,597 of which cash and cash equivalents 100,784 121,502 Long-term assets held for sale - 16,000 Equity and liabilities (in EUR thousand) 31 Dec 2022 31 Dec 2021 Equity 247,706 260,637 Non-current liabilities 220,554 508,796 of which financial liabilities to banks 108,383 148,248 of which liabilities from bonds 99,394 346,701 Current liabilities 408,866 160,032 of which financial liabilities to banks 103,052 104,672 of which liabilities from bonds 255,929 6,655 Profit or loss (in EUR thousand) 1 Jan - 31 Dec 2022 1 Jan - 31 Dec 2021 Earnings from sale of inventories 38,210 47,791 Earnings from property lettings 5,032 7,018 Earnings from services 166 1,946 EBIT (Earnings before interest and tax) 8,539 45,165 EBT (Earnings before tax) (8,759) 20,597 Consolidated net profit (14,237) 13,127 Cash flows (in EUR thousand) 1 Jan - 31 Dec 2022 1 Jan - 31 Dec 2021 Cash flow from operating activities 67,546 100 Cash flow from investing activities (18,127) (85) Cash flow from financing activities (69,154) 50 Change in cash and cash equivalents (19,735) 64 On 30 November 2017, Adler sold most of its shares in ACCENTRO to a third party. A gross amount of EUR 60,512 thousand (31 December 2021: EUR 58,592 thousand) of the purchase price for the sale (including unpaid interest) is yet to be paid by the acquirer. More information on this receivable is provided in Note 32.A. As per 31 December 2022, the contribution of AB Immobilien and Caesar to the financial position, comprehensive income and cashflow is no longer material for the consolidated financial statements of the Group. The carrying amounts and the share of profit and other comprehensive income of these entities are outlined in aggregate below: In EUR thousand 31 Dec 2022 31 Dec 2021 Carrying amount of shares in non-significant investees consolidated at equity - - Share in profit or loss of the investee - (3,908) Due to a binding purchasing agreement Caesar had been presented among non-current assets held for sale, as per 31 December 2021. In 2022, Caesar has been reclassified to investments accounted for under the equity method, as the potential acquirers did not exercise their right to purchase and Adler subsequently has given up the plan to sell. In 2022, Adler has fully impaired the investment in Caesar due to unfavourable business prospects. Adler has receivables against AB Immobilien at a gross amount (including unpaid interest) of EUR 17,628 thousand (31 December 2021: 34,346 thousand) and against Caesar at a gross amount (including unpaid interest) of EUR 28,204 thousand (31 December 2021: EUR 27,802 thousand). Further information on these receivables is provided in Note 32A. Investments in joint ventures The investments in joint ventures relate to MAP Liegenschaften GmbH (MAP), Adler Real Estate Assekuranzmakler GmbH & Co. KG (Adler Assekuranz) and Brack Capital (Chemnitz) B.V. (BCP Chemnitz). The business purpose of MAP is the purchase and sale, development and construction of real estate. The Group holds an interest of 75.0% in MAP. Due to the structure of the shareholders’ agreement, MAP is not controlled by the Group, but accounted under the equity method. The carrying amount of the investment in MAP developed as follows: In EUR thousand 2022 2021 Balance as at 1 January 21,139 20,469 Additions to the scope of consolidated entities 727 - Share in profit and loss (at equity result) 175 670 Balance as at 31 December 22,041 21,139 The tables below represent the combined financial information of MAP (according to German GAAP): Assets (in EUR thousand) 31 Dec 2022 31 Dec 2021 Non-current assets - - Current assets 27,383 23,820 Equity and liabilities (in EUR thousand) 31 Dec 2022 31 Dec 2021 Equity (5,059) - Non-current liabilities - - Current liabilities 32,442 23,820 Profit or loss and Cash flows (in EUR thousand) 2022 2021 EBIT (Earnings before interest and tax) 76 306 Net profit (1,185) (829) Cash flow from operating activities (133) (1,897) Cash flow from financing activities (338) 1,545 Change in cash and cash equivalents (471) (352) As per 31 December 2022, the contribution of Adler Assekuranz and BCP Chemnitz to the financial position, comprehensive income and cashflow is not material for the consolidated financial statements of the Group. The carrying amounts and the share of profit and other comprehensive income of these entities are presented in aggregate below: In EUR thousand 31 Dec 2022 31 Dec 2021 Carrying amount of shares in non-significant investees consolidated at equity 46 81 Share in profit or loss of the investee (17) (258) Note 9 – Property, plant and equipment Property, plant and equipment (principally fixtures and fittings) developed as follows: In EUR thousand 2022 2021 Carrying amount as of 1 January 30,028 36,663 Transfer to investment property - (56) Additions (+) 5,566 3,926 Depreciation current period (-) (3,813) (5,444) Impairment loss (115) - Discontinuance of consolidation (14) - Disposals (6,671) (5,061) Balance at 31 December 24,981 30,028 Note 10 – Other financial assets In EUR thousand 2022 2021 Loans to non-controlling shareholders 153,750 48,772 Investments in debt securities 12,723 22,885 Miscellaneous other financial assets 2,488 1,406 Balance at 31 December 168,961 73,063 In March 2022, Adler Group agreed on a debt restructuring with two major non-controlling shareholders (Taurecon and Amelicaster). All receivables and loans against these shareholders have been combined under two loan agreements at market interest rates. The loans mature on 30 September 2024 and are secured by share liens. The loans include amounts formerly presented as receivables against non-controlling shareholders (other current receivables and financial assets) and as loans to non-controlling shareholders (which were classified as financial assets measured at fair value through profit and loss in the year-end consolidated financial statements of the prior year). Part of the loan amount was off-set against payables due from the repurchase of minorities in the second quarter of 2022. Investments in debt securities refer to bonds issued by Aggregate Holdings S.A. The bonds are measured at fair value through other comprehensive income. The decrease in value reflects the change in bond prices. Note 11 – Restricted bank deposits Restricted bank deposits are denominated in euro and they do not carry any interest. The total balance (current and non-current) as at 31 December 2022 includes EUR 18,920 thousand of pledged bank deposits received from tenants (31 December 2021: EUR 23,144 thousand), EUR 17,183 thousand pledged to secure banking facilities (31 December 2021: EUR 7,207 thousand) and EUR 40,621 thousand of restricted proceeds from project development (31 December 2021: EUR 41,109 thousand). Note 12 – Goodwill As per 30 June 2022, the goodwill arising from the acquisition of Consus totalling EUR 91,400 thousand was tested for impairment in accordance with the regulations of IAS 36. The impairment test was carried out based on the value in use as recoverable amount of the cash-generating unit (“CGU”) Consus, whereby the cash-generating unit is characterised by the development of real estate projects for Consus’ own portfolio as well as the sale to third parties. The value in use was derived from the estimated future free cash flows. The detailed planning is based on a ten-year detailed planning phase (including a forecast for the six months period ended 31 December 2022) specific to the CGU and a perpetual annuity for the subsequent period. The perpetual annuity takes into account a sustainable and anticipated average level of future annual financial surpluses (terminal value) after the detailed planning phase. The detailed planning period as well as the perpetual annuity include both contractually agreed development projects and new development projects planned with standard expected margins reflecting a sustainable business development. Regarding the projects for Consus’ own portfolio as well as for the sale to third parties, the business plan considers the experience from previous years and management forecasts for the development of the property market. For the terminal value a sustainable growth rate of 2.00% was applied. The discount rates for the property development business and the rental business were derived separately. The beta factors for the two businesses were derived based on specific peer groups. A risk-free rate of 1.25% and a market risk premium of 7.50% was assumed. The discount rate before taxes is 8.21% (7.68% after tax) for the property development business and 4.78% (4.26% after tax) for the rental business. Based on the planned free cash flows and the discount rates as described above, the resulting goodwill impairment is EUR 91,400 thousand. The impairment has been predominantly triggered by the following factors: higher construction costs for the contractually agreed projects in the current portfolio, lower sales prices for the upfront sales due to the current market environment, lower profitability for the other development projects (‘ODPs’) due to higher construction cost and uncertainty in the market, higher cost of capital due to the changed capital market environment. The business plan for the CGU mainly includes the components current portfolio and other development projects (ODPs). The current portfolio refers to the contractually agreed projects currently being developed by the CGU. ODPs refer to new real estate projects. ODPs are planned with standard revenue, cost and margin assumptions. The assumed gross development volume of EUR 600 million p.a. reflects a level of projects that can be developed in the future and is based on the past performance of the CGU. The projects are planned to be sold as forward sales (FS). Assumptions regarding the margins as well as the development and payment profile are based on management’s experience. Note 13 – Contract assets from development Contract assets and liabilities mainly result from development contracts with customers. The timing of revenue recognition, invoicing and cash collections results in billed accounts receivables, unbilled receivables (contract assets) and customer advances (contract liabilities). In the Group’s development activities, amounts are billed as work in progress in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition resulting in contract assets. However, the Group sometimes receives advances from its customers before revenue is recognised, resulting in contract liabilities. These assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the reporting period were not materially impacted by other factors besides as laid out below. In EUR thousand 31 Dec 2022 31 Dec 2021 Gross contract assets - non-current 22,087 12,510 Prepayments received on non-current contract balances - - Net contract assets - non-current 22,087 12,510 Gross contract assets - current 192,911 196,430 Prepayments received on current contract balances (128,135) (126,703) Net contract asset - current 64,775 69,727 Net contract liabilities - current (13,924) (36,109) Contract assets have not been impaired for credit risks in accordance with IFRS 9. This is due to the fact that the credit default risk of the contractual partners is relatively low. Furthermore, the value at-risk can be regarded as relatively low due to collaterals. The net contract assets related to development projects developed as follows: In EUR thousand 2022 2021 Contract asset balance as at 1 January 82,237 162,733 + Additions due to performance obligations satisfied in the reporting period 46,688 63,737 - Reclassification to receivables / payments received (22,487) (59,210) +/- Other changes (i.e., timing, transaction price, change in the measure of progress) (19,575) (85,023) Balance as at 31 December 86,862 82,237 The net contract liabilities related to development projects developed as follows: In EUR thousand 2022 2021 Contract liabilities balance as at 1 January 36,109 25,870 + Received prepayments (incl. billed invoices) relating to performance obligations not satisfied yet (4,475) 25,564 - Derecognition when performance obligations satisfied (1,484) (5,574) +/- Other changes (i.e., timing, transaction price, change in the measure of progress) (16,226) (9,751) Balance as at 31 December 13,924 36,109 In the course of rescission from a forward sale contract, the Group has returned prepayments to a customer in an amount of EUR 4,475 thousand. Note 14 – Inventories Inventories also include land from forward sales and are broken down as follows: In EUR thousand 31 Dec 2022 31 Dec 2021 Real Estate "Trading properties (condominiums)" 619,938 174,077 Real Estate "Institutional" 12,878 864,905 Real Estate "Parking" 29,946 35,490 Real Estate "Other construction work" 5,960 7,536 Other inventories: excl. development 9,850 11,446 Total balance 678,572 1,093,454 The decrease in inventories (2022: EUR 414,882 thousand, 2021: EUR 465,308 thousand) is a result of increases due to acquisitions of real estate (2022: EUR 0 thousand, 2021: EUR 53,660 thousand), construction work (2022: EUR 37,221 thousand; 2021: EUR 41,939 thousand), capitalisation of interest (2022: EUR 28,171 thousand; 2021: EUR 54,734 thousand) and reversals of transactions (2022: EUR 10,049 thousand; 2021: EUR 405,663 thousand). Decreases of the inventory balance resulted from sales transactions (2022: EUR 121,412 thousand; 2021: EUR 643,368 thousand), reclassification of completed projects to investment properties (2022: EUR 0 thousand; 2021: EUR 97,735 thousand), reclassification to assets held for sale as part of a disposal group (2022: EUR 0 thousand; 2021: EUR 55,027 thousand) and impairments (2022: EUR 366,425 thousand; 2021: 227,174 thousand). The capitalisation rate used to determine the amount of borrowing eligible for capitalisation was 2.25% (2021: 2.44%). Reversals of transactions result from withdrawals from forward sales, either by Adler or by the respective client. In such cases, revenue recognition cannot be applied any longer and all contract balances recognised for the transaction are reversed against profit or loss. Impairments are made when the net realisable value of inventories is falling below the book value at the date when such assessment is made. Net realisable values are derived from actuarial appraisals provided by NAI Apollo, an independent valuation expert with appropriate, recognised professional qualifications and up-to-date experience regarding the location and category of the properties. The carrying amount of the inventories provided as collateral for loan agreements is EUR 11,704 thousand (31 December 2021: EUR 1,062,051 thousand). The sale of the inventories relating to development will likely occur after more than twelve months. Inventories in an amount of EUR 461,677 thousand (31 December 2021: EUR 388,879 thousand have been carried at fair value less costs to sell. Note 15 – Trade receivables As at the reporting date, trade receivables mainly consist of rental receivables (EUR 49,129 thousand; 31 December 2021: EUR 27,784 thousand), receivables from the sale of real estate inventories (EUR 16,000 thousand; 31 December 2021: EUR 261,652 thousand) and receivables from property development (EUR 26,763 thousand; 31 December 2021: EUR 90,542 thousand).The balances represent gross amounts less allowances for expected credit losses. The changes of receivables from the sale of real estate inventories and from property development mainly result from additions to allowances at a total amount of EUR 227,032 thousand and EUR 41,941 thousand (also see Note 32A). Note 16 – Other receivables and financial assets Other current receivables and financial assets consist of the following: In EUR thousand 31 Dec 2022 31 Dec 2021 Receivables from income tax 13,332 18,249 Receivables from other taxes 12,094 13,003 Advances to suppliers 11,574 4,792 Prepaid expenses 5,734 3,706 Miscellaneous other receivables (non-financial) 5,126 6,427 Total other receivables (non-financial) 47,860 46,177 Receivables from portfolio sales to associates 6,204 42,775 Receivables from portfolio sales to third parties 15,018 102,294 Receivables against non-controlling shareholders of subsidiaries 10,050 119,594 Loans 26,577 - Deposits 11,953 3,627 Derivatives - - Miscellaneous other receivables (financial) 1,191 44,045 Other receivables (financial) 70,993 312,335 Short-term financial investments - 64,900 Total other receivables and financial assets 118,853 423,412 Receivables from other taxes principally relate to value added tax. Receivables from portfolio sales to associates include receivables against Caesar JV Immobilienbesitz und Verwaltungs GmbH of EUR 6,204 thousand (31 December 2021: EUR 27,802 thousand). Receivables from portfolio sales to third parties include receivables against the acquirer of the majority shareholding in ACCENTRO Real Estate AG. Further information on these receivables is given in Note 32.A. The Group expects EUR 15,019 thousand (31 December 2021: EUR 11,281 thousand) from final payments with relation to recent portfolio transactions. The decrease in receivables against non-controlling shareholders from subsidiaries results from a debt restructuring with two major non-controlling shareholder (Taurecon and Amelicaster) in March 2022 (also see Note 10). Note 17 – Non-current assets and liabilities held for sale As per 1 December 2021, Adler has irrevocably committed itself to tender its remaining shares in BCP as part of a public tender offer by LEG Immobilien SE, provided that the price per share offered is not less than EUR 157 and that the (first) acceptance period ends no later than 30 September 2022. On 3 August 2022, the management of LEG Immobilien SE announced that it would not take advantage of the tender commitment given by Adler. Nonetheless, Adler is still actively following its plan to sell its remaining shares in BCP thereby offering its shares at prices that reflect current market conditions. As a result, Adler continues to present BCP as a disposal group held for sale. Major classes of assets and associated liabilities classified as held for sale comprise of the following: In EUR thousand 31 Dec 2022 31 Dec 2021 Investment properties 1,146,022 1,686,330 Financial assets 37,561 37,328 Inventories 25,500 50,720 Other assets 18,825 82,703 Cash and cash equivalents 210,477 24,861 Non-current assets held for sale 143,823 30,100 Assets total 1,582,208 1,912,042 Deferred tax liabilities 96,201 162,288 Financial liabilities due to bank 296,200 583,285 Corporate bonds 158,978 69,959 Other liabilities 60,389 33,518 Liabilities held for sale 66,780 - Liabilities total 678,548 849,050 The investment properties of the disposal group comprised income-generating residential real estate of EUR 891,122 thousand (31 December 2021: 1,292,590 thousand), income-generating commercial real estate of EUR 34,000 thousand (31 December 2021: EUR 26,640 thousand) and development properties of EUR 220,900 thousand (31 December 2021: EUR 369,100 thousand). The fair value of these assets was determined by independent external appraisers with appropriate, recognised professional qualification and up-to-date experience regarding the location and category of the properties valued. Significant assumptions (based on weighted averages) that were used in valuation estimates are as follows: Income-generating residential real estate 31 Dec 2022 31 Dec 2021 Discount rate (%) 4.79 4.72 Capitalisation interest rate (%) 3.30 3.27 Vacancy rate (%) 2.05 1.82 Representative monthly rent (EUR/m²) 7.74 7.51 Income-generating commercial real estate Discount rate (%) 7.42 7.14 Capitalisation interest rate (%) 6.71 6.21 Development projects () Expected sales price (EUR/m²) 6,046 7,471 Expected construction costs (EUR/m²) 3,663 2,784 () The figure as of 31 December 2021 includes Gerresheim in the amount of EUR 270 million. The effect of a possible increase (decrease) in the discount rate by 0.25 basis points would lead to a change in the fair value of the investment properties included in the disposal group by EUR 42,900 thousand (31 December 2021: EUR 89,900 thousand). The remainder of non-current assets and liabilities held for sale principally relate to the sale of real estate properties, for which notarised purchase agreements are in place without transfer of control on the balance sheet date. As per 13 January 2022, Adler signed an agreement to sell a portfolio of approximately 14,400 units, located in the eastern federal states of Germany to a subsidiary of KKR & Co. Inc. Having signed a corresponding term sheet on 26 October 2021, Adler presented these properties among assets held for sale as per 31 December 2021 at the agreed upon sales price of EUR 1,046,530 thousand. All of those properties have been sold in the course of the financial year 2022 against cash and cash equivalents. Note 18 – Equity 1. Share capital and share premium Ordinary shares (in thousands of shares) 2022 2021 In issue as at 1 January 117,510 117,510 Increase from issuance of ordinary shares, net - - In issue as at 31 December 117,510 117,510 The holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at the General Meetings of the Company. All shares rank equally with regard to the Company’s residual assets. The par value per share is EUR 0.00124. Share premium development is as follows: Share premium (in EUR thousand) 2022 2021 In issue as at 1 January 1,844,765 1,892,145 Transactions with non-controlling interests without a change in control - 6,674 Dividend - (54,054) In issue as at 31 December 1,844,765 1,844,765 At the annual General Meeting of shareholders held on 29 June 2021, a dividend in an amount of EUR 0.46 per share (gross dividend in an aggregate amount of EUR 54.1 million) was declared. The dividend was paid to the shareholders at the beginning of July 2021 from the share premium. In 2022 the Company did not pay any dividend. For further details, we refer to Note 5 and to the consolidated statement of changes in equity. 2. Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments, net of the related deferred tax. 3. Other capital reserves The other capital reserves comprises the cumulative equity impact from transactions with previous controlling shareholder (ADO Group) in the past. The legal reserve according to Luxembourg law amounts to EUR 14.6 thousand. 4. Reserve from financial assets measured at fair value through other comprehensive income The reserve from financial assets measured at fair value through other comprehensive income comprises of equity instruments for which the Group chose to present the fair value changes in other comprehensive income. The fair value change relates to the difference between the fair value on the balance sheet date and the fair value at the acquisition date, net of tax. In addition, it includes the fair value changes from debt instruments for which the Group is required to present the fair value changes in other comprehensive income. 5. Non-controlling interests Non-controlling interests comprise the share of the non-controlling shareholders in equity and annual earnings of consolidated subsidiaries. The consolidated net income attributable to shareholders in the parent company corresponds to the difference between the consolidated net income before non-controlling interests and the non-controlling interests reported in the income statement. Non-controlling interests are broken down as follows: In EUR thousand 31 Dec 2022 31 Dec 2021 Subsidiary ADLER subgroup 375,910 490,574 Subsidiary Consus subgroup (73,092) 43,465 Other 193,132 169,056 Total Balance 495,951 703,094 The development of non-controlling interests is presented separately in the statement of changes in equity. The increase in non-controlling interests was mainly impacted by a number of changes in the consolidation scope without loss of control. Accordingly, the Group adjusted the carrying amounts of the controlling and non-controlling interests to reflect the changes in the relative interests in the subsidiary as follows: Further information of these transactions is provided in Note 5.C. The key financials of the subsidiaries with non-controlling interests which are of material relevance to the Group are presented in the following tables. The amounts are presented prior to consolidation. Combined consolidated balance sheets IFRS Subsidiary Adler RE subgroup Subsidiary Consus subgroup Headquarters Berlin Berlin Berlin Berlin Minority interest % 3.10% 3.28% 3.12% 3.12% In EUR thousand 31 Dec 2022 31 Dec 2021 31 Dec 2022 31 Dec 2021 Current assets 1) 2,166,179 3,762,006 914,911 1,758,872 Current liabilities 1) (1,431,098) (1,416,747) (438,191) (2,963,820) Net current assets 735,081 2,345,259 476,720 (1,204,948) Investment properties 1,864,442 1,662,824 975,022 1,307,035 Other non-current assets 94,194 159,831 101,976 782,104 Non-current liabilities (1,050,152) (2,023,897) (3,450,473) (1,023,861) Net non-current assets 908,485 (201,242) (2,373,475) 1,065,278 Equity 1,643,566 2,144,017 (1,896,755) (139,670) Contribution made for completion of agreed capital increase - - - - Equity including contribution made 1,643,566 2,144,017 (1,896,755) (139,670) 1) Includes non-current assets and liabilities held for sale. Combined statement of comprehensive income IFRS Subsidiary Adler RE subgroup Subsidiary Consus subgroup In EUR thousand 2022 2021 2022 2021 Revenue 222,782 337,758 390,462 644,821 Annual result (459,203) 74,588 (1,175,956) (1,117,100) Other comprehensive income (18,961) 23,401 1,738 915 Net result (478,165) 97,959 (1,174,218) (1,116,184) Profit or loss attributable to non-controlling interests (107,758) 5,407 (63,670) 22,329 Combined statement of comprehensive income IFRS Subsidiary Adler RE subgroup Subsidiary Consus subgroup In EUR thousand 2022 2021 2022 2021 Cash flow from operating activities 17,422 93,759 (183,326) (356,386) Cash flow from investing activities 879,457 1,105,839 86,493 (78,055) Cash flow from financing activities (886,120) (1,051,173) 105,041 371,859 Change in cash and cash equivalents 10,759 148,425 8,208 (62,582) Note 19 – Corporate bonds and convertible bonds These liabilities were structured as follows as at the balance sheet date: In EUR thousand 31 Dec 2022 31 Dec 2021 Adler Group Bond 2017/2024 399,090 398,529 Adler Group Convertible Bond 2018/2023 100,503 99,025 Adler Group Bond 2020/2025 394,823 392,959 Adler Group Bond 2020/2026 392,552 390,774 Adler Group Bond 2021/2026 689,681 686,444 Adler Group Bond 2021/2029 781,486 778,694 Adler Group Bond 2021/2027 492,118 490,418 Adler RE Bond 2017/2024 296,006 292,512 Adler RE Bond 2018/2023 498,496 493,977 Adler RE Bond 2018/2026 289,794 286,999 Adler RE Bond 2019/2022 - 399,047 Consus Convertible Bond 2017/2022 - 117,915 Total balance 4,334,549 4,827,293 On 20 July 2017, the Company placed unsecured, fixed-rate corporate bonds with a total nominal amount of EUR 400 million with institutional investors (Adler Group Bond 2017/2024). The bonds carry an interest rate of 1.5% per annum and mature on 26 July 2024. The gross proceeds resulting from the transaction amounted to EUR 398.6 million with an issue price of 99.651%. The net proceeds of the bond were mainly used to fund acquisitions. Effective as at 11 January Adler Group S.A. was substituted as issuer of this bond by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the paragraph 2 in the Material Events/Subsequent events section of the Management Report. On 16 November 2018, the Company placed senior, unsecured bonds in a total nominal amount of EUR 165 million with institutional investors, which are convertible into new and/or existing ordinary registered shares of the Company (Adler Group Convertible Bond 2018/2023). The coupon has been set at 1.25% per annum, payable semi-annually in arrears. Due to the downgrade of the Company the interest increased to 2.00% p.a. starting from 23 November 2020. The bonds will mature on 23 November 2023. ADO Group Ltd., a subsidiary of Adler RE holds 38.24% of the convertible bond on the balance sheet date. On 5 August 2020, the Company placed unsecured, fixed-rate corporate bonds with a total nominal amount of EUR 400 million with institutional investors (Adler Group Bond 2020/2025). The bonds carry an interest rate of 3.25% per annum and mature on 5 August 2025. The gross proceeds resulting from the transaction amounted to EUR 395.5 million with an issue price of 98.871%. The net proceeds of the bond were mainly used to refinance existing liabilities. Effective as at 11 January, Adler Group S.A. was substituted as issuer of this bond by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the paragraph 2 in the Material Events/Subsequent events section of the Management Report. On 13 November 2020, the Company placed unsecured, fixed-rate corporate bonds (Adler Group Bond 2020/2026)with a total nominal amount of EUR 400 million with institutional investors. The bonds carry an interest rate of 2.75% per annum and mature on 13 November 2026. The gross proceeds resulting from the transaction amounted to EUR 394.6 million with an issue price of 98.646%. The net proceeds of the bond have mainly been used to refinance existing liabilities. Effective as at 11 January, Adler Group S.A. was substituted as issuer of this bond by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the paragraph 2 in the Material Events/Subsequent events section of the Management Report. On 8 January 2021, the Company placed EUR 1,500 million fixed rate senior unsecured notes comprising of two tranches, a EUR 700 million 5-year maturity with a 1.875% fixed coupon (Adler Group Bond 2021/2026) and a EUR 800 million 8-year maturity with a 2.25% fixed coupon (Adler Group Bond 2021/2029). The proceeds of the issues were used to repay existing indebtedness, including buybacks. Subsequent to the placement, Adler RE made a public tender offer to redeem its EUR 500 million bond due in December 2021 (Adler Bond 2017/2021) which was accepted by approximately 66% of bondholders. After the redemption, the remaining outstanding amount of EUR 170.4 million has been repaid upon expiry. Effective as at 11 January, Adler Group S.A. was substituted as issuer by AGPS of these bonds by BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the paragraph 2 in the Material Events/Subsequent events section of the Management Report. On 21 April 2021, Adler Group S.A. placed EUR 500 million fixed rate senior unsecured notes with a 6-year maturity and a 2.25% fixed coupon under its newly established EMTN programme (Adler Group Bond 2021/2027). The proceeds of the issue of the notes were used to call and repay the EUR 450 million 9.625% high yield bond issued by Consus Real Estate AG (Consus Bond 2019/2024). In connection with the redemption, early repayment fees of EUR 21.7 million were incurred. The derecognition of the bond without the embedded derivative led to a gain of EUR 65.8 million which has been presented in finance income. Effective as at 11 January, Adler Group S.A. was substituted as issuer by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the paragraph 2 in the Material Events/Subsequent events section of the Management Report. In December 2017, Adler issued a corporate bond of EUR 800 million in two tranches. The first tranche (Adler Bond 2017/2021) with a coupon of 1.50%, a volume of EUR 500 million and a term until December 2021 and was issued at 99.52% of par value. The first tranche was partly redeemed in 2021, with the remaining amount being repaid upon expiry. The second tranche (Adler Bond 2017/2024) with a coupon of 2.13% and a volume of EUR 300 million expires in February 2024 and was issued at 99.28% of par value. On average, the interest on the bonds overall is 1.73%. In April 2018, Adler successfully placed corporate bonds of EUR 800 million in two tranches again with institutional investors in Europe. The first tranche (Adler 2018/2023) has a volume of EUR 500 million, a coupon of 1.88% and a term until April 2023; the second tranche (Adler 2018/2026) has a volume of EUR 300 million, a coupon of 3.0% and a term until April 2026. On average, the interest on the bonds overall is 2.30%. The net proceeds were largely used to refinance the bridge loan which Adler had raised in connection with the acquisition of Brack Capital Properties N.V. (“BCP”). In April 2019, Adler placed a corporate bond of EUR 400 million with a coupon of 1.5% with institutional investors in Europe (Adler 2019/2022). The bond had a three-year term and was repaid in April 2022. As part of the acquisition of BCP, Adler has assumed liabilities for bonds in three tranches with an original volume of NIS 700 million. Tranche A (BCP Bond 2011/2020 originally NIS 400 million) has a term up to July 2020 and has 4.80% interest rate. The liabilities from the BCP Tranche A bond were repaid early on 20 April 2020. Tranche B (BCP Bond 2013/2024 originally NIS 175 million) has a term up to December 2024 and has a 3.29% interest rate which was increased to 4.04% due to the downgrade of BCP in 2022. Tranche C (BCP Bond 2014/2026) originally NIS 125 million) has a term up to 2026 and has a 3.30% interest rate which was increased to 4.05% in 2022. Annual principal payments are made until the end of the respective term. The interest rate and the repayment of the three tranches is also linked to the development of the Israeli Consumer Price Index. Due to the sale plan, the bonds were reclassified as non-current liabilities held for sale along with disposal group BCP according to IFRS 5 (Note 17). A convertible bond with a total nominal value of EUR 200 million was issued by Consus on 29 November 2017 (Consus Convertible Bond 2017/2022). The convertible bond has a maturity as of 29 November 2022, and was issued at a price of 100% of the principal amount in a denomination of EUR 100,000 each. The convertible bonds bear an interest at a rate of 4.0% per annum, payable semi-annually in arrears. In accordance with the convertible bond conditions, bondholders have the right to offer to the Company to participate in a capital increase by way of contribution in kind (Sacheinlage) by offering bonds held by it as contribution in kind. It is in the discretion of the Company whether it accepts such offer. If the Company accepts such offer, the new shares would be derived from the Company’s conditional capital. The exercise of the included termination right leads to a 100% repayment plus accrued interest. The conversion right and the redemption rights represent an embedded derivative, which has been measured at fair value and presented in derivatives liabilities. The bond was repaid in November 2022 without any conversion. On 5 May 2022, the international rating agency Standard and Poor’s (S&P) downgraded the issuer rating of Adler Group S.A. and Adler RE from B- to CCC with outlook negative. The rating of the unsecured debt was lowered from B to CCC. The ratings were removed from CreditWatch negative. On 6 December 2022, S&P downgraded the issuer rating of Adler Group S.A. as well as the rating of its unsecured debt from CCC to CC with outlook negative. The issuer rating of Adler RE as well as the rating of its unsecured debt was lowered from CCC to CCC- with outlook negative. On 28 February 2023, S&P downgraded the issuer rating of Adler RE from CCC- to CC with outlook negative. The bond due in 2026 was also downgraded from CCC- to CC. The CCC- rating on Adler RE’s 2023 and 2024 notes was affirmed. On 17 April 2023, S&P downgraded the issuer ratings of both Adler Group S.A. and Adler RE from CC to SD (selective default). The rating of the unsecured debt for both Adler Group and Adler RE was lowered from CC to D (default). The ratings on Adler RE’s 2023 and 2024 unsecured debt was affirmed at CCC-. S&P stated that it will reassess its ratings on Adler Group and Adler RE after the Restructuring is implemented in a few weeks and expects an upgrade to the CCC category. As at 31 December 2022, the Company was in compliance with all applicable financial covenants. Compliance with these covenants, however, is achieved by the following measures: Adler Group undertakes to not incur any financial indebtedness after the issue date of the bonds, and will also procure that its subsidiaries will not incur any financial indebtedness after the issue date of the bonds (except for refinancing existing financial indebtedness), if immediately after giving effect to the incurrence of such additional financial indebtedness (taking into account the application of the net proceeds of such incurrence), the following tests would not be met: (i) loan-to-value ratio (LTV) ≤ 60%; (ii) secured loan-to-value ratio ≤ 45%; (iii) interest coverage ratio (ICR) ≥ 1.8 and iv) unencumbered asset ratio ≥ 125%; the latter only applies to the following instruments: Adler Group S.A. bond (EUR 400 million, 1.5% coupon, maturity 26 July 2024) and Adler Group S.A. promissory note tranches (total volume EUR 24.5 million, maturity 2023 – 2028, WACD 3.15% as of 31 December 2022). Adler RE undertakes to not incur any financial indebtedness after the issue date of the bonds, and will also procure that its subsidiaries will not incur any financial indebtedness after the issue date of the bonds (except for refinancing existing financial indebtedness), if immediately after giving effect to the incurrence of such additional financial indebtedness (taking into account the application of the net proceeds of such incurrence), the following tests would not be met: (i) loan-to-value ratio (LTV) ≤ 60%; (ii) secured loan-to-value ratio ≤ 40%. Additionally, it is required from Adler RE to maintain the consolidated coverage ratio at or above 1.70 to 1.00 on 31 December 2020 and at or above 1.80 to 1.00 for any reporting date falling on or after 1 January 2021. With effect from 17 April 2023, the Group made an agreement with its major bond holders to amend bond terms. As part of that agreement new financial covenants are imposed on the Group. Please refer to the subsequent events report for further details. Note 20 – Other loans and borrowings The Group’s other loans and borrowings are comprised as follows: 31 Dec 2022 31 Dec 2021 In EUR thousand Non-current Current Non-current Current Loans from banks 1,326,155 295,162 2,006,549 119,326 Other creditors 11,500 13,000 50,261 0 Total 1,337,655 308,162 2,056,810 119,326 As at 31 December 2022, other loans and borrowings of Adler Group including Adler and Consus carry an average effective interest rate (i.e., considering the swap interest hedging effect from variable to fixed interest) of 1.96% per annum (as at 31 December 2021: 2.03%). The average maturity of other loans and borrowings is 3.8 years (as at 31 December 2021: 4.6 years). On 1 July 2022, the Group repaid the outstanding loan to Harel in the amount of EUR 26.3 million. Most of these loan agreements have imposed requirements in the form of financial covenants. Loans secured by properties which constitute the bulk of a loan agreement usually include financial covenants at the level of the subsidiaries. Covenant levels vary by property. Most secured loans contain minimum/maximum debt service coverage ratios (DSCR), interest coverage ratios (ICR), loan-to-value (LTV) ratios and/or loan-to-mortgage-lending-value (LTMLV) ratios. Individual credit agreements require a minimum amount of maintenance work or rental income. Should the maintenance measures agreed in the loan agreement not be carried out, the Company must maintain a cash reserve of the same amount on restricted accounts. Failure to comply with such covenants entitles the lenders to impose various sanctions, which may also include terminating the respective facility. As at 31 December 2022, the Group is compliant with the covenants stipulated in the loan agreements. On 15 March 2021, the Group signed a EUR 300 million syndicated revolving credit facility for a 3-year-term with extension options, each for one year. At the same time the bilateral RCFs with the same lenders were terminated. In the second half year of 2021, the Group, the Group drew down an amount of EUR 300 million as a further liquidity cushion and to enhance the Group’s flexibility which were repaid at the end of 2021. The facility was terminated in April 2022. In January 2021, BCP, a subsidiary of the Group, signed a refinancing agreement with a German banking corporation for a loan of approximately EUR 100.5 million The loan bears an average annual interest rate of approximately 1.41% with a maturity date in June 2023. In March 2021, Westgrund, a subsidiary of the Group, raised a secured loan of EUR 400 million with a 7-year term and a fixed interest rate of 1.6%, replacing the current outstanding loan of EUR 191 million due in December 2021. In March and April 2021, the Group raised a secured banking loan of EUR 100 million in total. The loan has an interest rate of 1.25% p.a. and a maturity term to 2028. On 25 June 2021, Adler Group established a commercial paper programme which allows the Company to issue short-term notes up to a maximum aggregate amount of EUR 500 million for interim financings of general corporate purposes. As per the balance sheet date, no commercial papers were outstanding. In addition to the repayment of Consus high yield bond 2019/2024, the Group refinanced bank and mezzanine loans relating to Consus in a total volume of EUR 756 million in the financial year 2021. Proceeds from bond issuances were largely utilised for the repayment. Consus bank loans including mezzanine debt were significantly decreased and amount to EUR 341 million on the balance sheet date (prior year: EUR 1,087 million). Almost all loans are secured with the assets (investment properties and inventory properties, financial assets, trade and other receivables, cash and cash equivalents). Note 21 – Derivatives Derivative assets principally relate to the option to repurchase the non-controlling interests in subsidiaries in an amount of EUR 8 million (31 December 2021: EUR 8.3 million). As per 31 December 2021 derivative assets also related to embedded prepayment options of other loans and borrowings at an amount of EUR 2,133 thousand. Non-current derivative liabilities relate to interest rate swaps and caps. The fair value is measured by discounting the future cash flows over the period of the contract and using market interest rates appropriate for similar instruments. The credit risk used by the bank is not a material component of the valuation made by the bank, and the other variables are market-observable. As per 31 December 2021, current derivatives liabilities included the written call option granted by Adler to LEG Immobilien SE to tender its remaining shares in BCP at a minimum tender offer price of EUR 157 per share (also see Note 17). The option was initially measured at transaction price of EUR 7.5 million. As of 31 December 2021, the option was remeasured at fair value using the option pricing model of Black and Scholes which includes the stock price of BCP, the volatility of the stock price and discount rates as key parameters. The fair value of the option amounted to EUR 38,227 thousand as of 31 December 2021. In 2022 the liability from the option was fully derecognised through finance income due to expiry. Note 22 – Provisions and other payables Provisions and other payables are composed of the following: In EUR thousand 31 Dec 2022 31 Dec 2021 Provisions for litigations 15,813 77,975 Contingent losses from development contracts 75,580 73,865 Provisions 91,393 151,840 Income tax payables 158,131 81,988 Accrued expenses 5,663 48,297 Deferred income 2,713 4,288 Value added tax 12,215 2,244 Miscellaneous other payables (non-financial) 20,452 17,113 Total other payables (non-financial) 199,174 153,930 Accrued interest 66,076 69,720 Tenants' deposits 18,939 22,213 Other payables due to associated companies 22,667 16,120 Purchase price liabilities 506 869 Miscellaneous other payables (financial) 18,283 16,238 Total other payables (financial) 126,471 125,160 Total other payables 417,038 430,930 Provisions Provisions for litigations principally relate to legal claims resulting from contractual penalties and from compensation for other damages. During the reporting period, an amount of EUR 64,682 thousand was released due to the termination of a contract. Contingent losses from development contracts relate to project developments with potential adverse margin expectations. The measurement is based on management’s expectations on sales, revenues for those projects and the completion stage for individual projects. During the reporting period, a total amount of EUR 4,120 thousand has been released and presented in other income due to the termination of the sales projects. An amount of EUR 32,253 thousand has been added based on updated management’s expectations. The balance of the provision for contingent losses from development contracts is short-term and hence does not include any interest component. Other payables As at 31 December 2022, other current payables consist of financial liabilities with a book value of EUR 126,471 thousand (as at 31 December 2021: EUR 125,160 thousand) and non-financial liabilities with a book value of EUR 199,439 thousand (as at 31 December 2021: EUR 153,930 thousand). Other payables due to associated companies are short-term interest- bearing loans. Note 23 – Prepayments received Whereas payments received for development projects accounted for according to IFRS are presented under contract assets and liabilities, the prepayments received for inventories is presented separately in the consolidated statement of financial position. Note 24 – Taxes A. The main tax laws imposed on the Group companies in their countries of residence (1) Germany Corporation tax is levied at a uniform rate of 15% and is then subject to a surcharge of 5.5% (solidarity surcharge). This results in a total corporate tax rate of 15.825%. Corporations with their registered office or management in Germany are unrestricted corporate taxpayers. However, corporations that are not tax resident in Germany but have a connection to Germany (domestic income) may be subject to limited tax liability in Germany. Trade tax at the rate applicable in the municipality is also levied on the income of the companies, except for companies with no permanent establishment in Germany. The trade tax rate is a combination of a uniform tax rate of 3.5% (base rate) and a municipal tax rate (Hebesatz) depending on where the establishments of the business are located. For example, the municipal tax rate in Berlin is 410%, resulting in an effective trade tax rate of 14.35%. Enterprises, which exclusively manage and use their “own real estate”, may be eligible to deduct that part of the income which relates to the management and use of their own real estate from their tax base (“extended trade tax deduction”) and thus practically be entirely or nearly entirely be exempted from trade tax in Germany. Capital gains on the sale of German real estate property are subject to limited corporate tax liability for both residents and non-resident companies. Trade tax is also applicable at the relevant rate, except for non-resident companies with no permanent establishment in Germany and (subject to further conditions) for property holding companies eligible to the extended trade tax deduction. For dividends to be exempt from trade tax Dividends received from another company are 95% tax exempt when the investment in the other company amounts to at least 10% at the beginning of the calendar year or at least 10% of investment was purchased during the year. Capital gains realised by a company on the sale of shares in a corporation held long-term are also 95% tax exempt. (less 5% non-deductible operating expenses), there must be a shareholding of at least 15% in the distributing company at the beginning of the tax period. German real estate owned at the start of the calendar year is subject to annual property tax at less than 1% (small municipalities with a property tax collection rate of 0%) to approximately 10% depending on the location of the real estate (up to 8.1% in Berlin) on the specially assessed value of the property (dependent on the rental value and age of the property). The tax payable is a deductible expense for income tax purposes and is typically passed on to tenants. German Real Estate Transfer Tax (“RETT”) is a transaction tax which can for example be triggered by acquisitions (share and asset deals), mergers, reorganisations, contributions, demergers, spin-offs, etc. involving German real estate owning companies. RETT due is calculated by multiplying the RETT basis with the applicable RETT rate. The RETT rate depends on the location of the real estate and ranges from currently between 3.5% and 6.5% depending on the Federal State. With effect as of 1 July 2021, the German legislator has further tightened the already complex RETT Act with respect to direct and indirect transfers of shares in corporations and of interests in partnerships owning real estate in Germany (or real estate equivalent rights such as hereditary building rights). Direct and indirect transfers of at least 90% (before 1 July 2021 the hurdle was 95%) over a period of 10 years are now taxable. Specific rules apply to partnerships and in case of transfers made on a recognised stock exchange. Limitation on the tax deductibility of interest expenses: the “interest barrier rule” allows the deduction of net interest expenses exceeding EUR 3 million p.a. only to the extent that total net interest expenses do not exceed 30% of EBITDA, unless the total net interest does not exceed EUR 3 million p.a. or other exemption criteria are met. The net interest expenses that are not deductible can be carried forward. Accumulated tax losses can be carried forward without time restriction and can be deducted from future profits and capital gains unless they exceed EUR 1 million. Losses carried forward that exceed EUR 1 million can only be deducted to the amount of 60% of the profits/capital gains that exceed EUR 1 million (minimum taxation). Those parts that cannot be deducted on the basis of the minimum taxation can be carried forward again and are subject to minimum taxation in the following years. For corporation tax there is also a loss carry back to the previous year (as of 2022: also carryback to the second year preceding the loss year) up to EUR 1 million (due to the coronavirus pandemic, the possible loss carryback for the years 2020 to 2023 was temporarily increased to EUR 10 million). Loss forfeiture rules apply in case of a change of control. The tax rate used to calculate deferred tax assets and deferred tax liabilities as at 31 December 2021 and as at 31 December 2020 is 15.825% for the property holding companies which only hold real estate assets and 30.18% for the management companies that operate the real estate in Berlin, as these management companies are subject to corporate income tax of 15.825% and trade tax at the relevant rate. In 2018, a Group tax audit for the former ADO sub-group (scope of 37 companies) for the financial years 2013 until 2016 was commenced by the tax authorities. Even though the audit has not yet been finalised, it is expected to end soon. (2) Luxembourg The Company is liable for Luxembourg corporation taxes. The aggregate maximum applicable rate, including corporate income tax, municipal business tax and a contribution to the employment fund, is 24.94% for the financial year ending 2021 for a company established in Luxembourg City. The Company is fully subject to the annual net wealth tax charge which amounts to 0.5% of the net asset value of the Company. Certain assets might be excluded from the net asset value for the purposes of the net wealth tax computation, provided that the provisions of paragraph 60 of the valuation law of 16 October 1934, as amended (BewG), are met. A 15% withholding tax is due in Luxembourg on dividends paid by the Company to its shareholders unless the domestic withholding tax exemption regime or a withholding tax reduction or exemption under a double tax treaty concluded by Luxembourg applies. Normal interest payments (i.e., not profit-linked interest) and liquidation proceeds are generally not subject to withholding tax, unless the EU Savings Directive applies. Should any withholding taxes be payable on amounts paid by the Company, the Company assumes responsibility for the withholding of Luxembourg taxes at the source. (3) Ireland An Irish tax resident company is subject to corporation tax on its worldwide income (subject to any relevant exemptions) at either 12.5% or 25% depending on the activities undertaken by the company. Any capital gains recognised by an Irish company (subject to any relevant exemptions) will also be subject to corporation tax. However, such gains are re-grossed for corporation tax purposes to ensure they are taxed at the capital gains tax rate of 33%. Dividends received by an Irish resident company from another Irish resident company are exempt from corporation tax. Dividends received from a foreign company in the hands of an Irish resident company are subject to corporation tax; however, a credit should be available for underlying corporate and withholding tax generally for foreign tax paid. In general, with respect to non-resident companies, interest and patent royalties, which are derived from Ireland, are subject to withholding tax in Ireland at the rate of 20%. However, there are a number of domestic exemptions from this withholding tax. In addition, there may be exemptions or reliefs available under a treaty or under the EU directives. (4) Malta A Malta tax resident company is subject to corporation tax on its worldwide income (subject to any relevant exemptions) at 35%. Any capital gains recognised by a Maltese company (subject to any relevant exemptions) will also be subject to corporation tax. The corporation income tax rate of a Maltese company may be significantly reduced based on the Notional Interest Deduction (NID) provision, and subject to conditions, or based on the refund mechanism subject to the conditions under the domestic law in Malta. Malta does not impose any withholding tax on an outbound payment of dividends. Consequently, dividends distribution by a Maltese resident company to its shareholder should not be subject to withholding tax in Malta. Interest payments generated in Malta by non-residents should not be subject to withholding tax in Malta based on the domestic tax law. B. Income taxes In EUR thousand 2022 2021 Current year (80,480) (46,760) Adjustments for prior years (19,825) (8,302) Deferred tax income / expense 232,629 (87,265) Total 132,324 (142,327) C. Reconciliation of statutory to effective tax rate In EUR thousand 2022 2021 Statutory income tax rate 24.94% 24.94% Profit before taxes (1,807,171) (1,022,680) Tax using the Company's domestic tax rate 450,708 255,056 Non-deductible expense 122,946 62,933 Not taxable income (38,639) (55,257) Utilisation of tax losses from prior years for which deferred taxes were not created 36,044 35,760 Effect of tax rates in foreign jurisdictions (41,167) (48,372) Deferred tax assets not recognised for tax losses and other timing differences 52,775 42,713 Tax effect from impairment of goodwill 36,111 271,765 Tax unrelated to accounting period 178,074 96,182 Other differences, net (27,760) (8,341) Income tax expense 132,324 (142,327) D. Recognised deferred tax assets and liabilities Deferred taxes recognised are attributable to the following: Assets 31 Dec 2022 31 Dec 2021 Tax loss carryforwards incl. interests carried forward (DTA) 71,023 106,473 Derivatives 2 - Other non-current liabilities - 4,505 Other current liabilities 4,210 9,788 Financial liabilities 3,526 70,845 Other provision 6,166 12,861 Financial receivables 3,384 8,532 Bonds and convertible bonds 2,566 1,363 Inventories 14,698 - Other deferred tax assets - 5,070 Derivatives (29) - Bonds and convertible bonds 1,721 (14,132) Investment properties (584,356) (796,949) Trading properties (3,802) (27,533) Financial assets (402) (3,887) Financial liabilities (11,263) (70,491) Right-of-Use assets (2,417) (1,189) Contractual assets (16,574) (14,584) Other current receivables (4,680) (3,516) Prepayments received (6,259) (7,854) Other deferred tax liabilities (662) (33,455) Total deferred tax assets 105,575 219,437 Total deferred tax liabilities (628,723) (973,592) Offsetting (-) 103,008 213,764 Reported deferred tax assets (net) 2,566 5,673 Reported deferred tax liabilities (net) (525,715) (759,828) The change in deferred taxes is as follows: In EUR thousand 2022 2021 Deferred tax liabilities as of 1 January (754,155) (936,344) Deferred tax expense in income statement 232,629 (87,265) Deferred tax due to first-time consolidation and deconsolidation 23,157 134,967 Transfer to disposal group held for sale (IFRS 5) - 154,970 Deferred taxes recognised directly in equity due to costs of issuance equity 656 2,781 Other (25,435) (23,264) Reported deferred tax liabilities (deferred tax assets offset) as at 31 December (523,148) (754,155) Losses for tax purposes carried forward to future years, based on the Group’s estimation: Tax losses carried forward amounted to EUR 2,506,599 thousand at 31 December 2022 (2021: EUR 1,469,555 thousand). Tax losses can be carried forward indefinitely. Deferred tax assets for tax losses carried forward are recognised to the extent that they can be offset against deferred tax liabilities from taxable temporary differences. The Group did not recognise deferred tax assets in respect of losses carried forward amounting to EUR 2,034,663 thousand as at 31 December 2022 (2021: EUR 676,161 thousand). The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. Note 25 – Revenue In EUR thousand 2022 2021 Net rental income 244,506 346,188 Income from charged costs of utilities 100,150 119,460 Income from facility services 24,698 29,444 Income from property development 115,481 122,969 Sale of trading properties (condominiums) 2,389 5,437 Income from real estate inventories disposed of 228,750 502,108 Revenue other 18,498 18,126 Total 734,472 1,143,732 In 2022 no new forward sales contracts were signed. Income from property development mainly resulted from construction progress. A transaction price of EUR 13,924 thousand (prior year: EUR 36,109 thousand) was allocated to the remaining performance obligations that had not yet been satisfied (in full) at the end of the current reporting period. These amounts are expected to be recognised, affecting net income, with an amount of EUR 0 thousand attributable to 2023, an amount of EUR 13,924 thousand attributable to the years 2024 and thereafter. Disaggregation of revenue The following table presents the revenue streams and their allocation to the segments in addition to rental income which represents a major source of income in the Group: Segments Total 2022 Residential Property management Privatisation Adler RE Consus Consolidation Revenue from charged costs of utilities and facility services 38,985 - 77,779 - (9,326) 107,438 Revenue from sale of trading properties (condominiums) - 1,994 395 - - 2,389 Revenue from property development contracts - - - 115,481 - 115,481 Revenue from real estate inventories disposed of - - - 228,750 - 228,750 Revenue other 19,236 - - 18,498 (19,236) 18,498 Revenue from contracts with customers (IFRS 15) 58,221 1,994 78,174 362,729 (28,562) 472,556 thereof: products and services transferred at a point in time - 1,994 395 302,476 - 304,865 thereof products and services transferred over time 58,220 - 77,779 60,254 (28,562) 167,691 Rental income (IFRS 16) 102,004 171 133,247 9,084 - 244,506 Revenue from ancillary costs (IFRS 16) () 7,458 - 9,952 - - 17,410 Rental income (IFRS 16) 109,462 171 143,199 9,084 - 261,916 Revenues (IFRS 15/IFRS 16) 167,683 2,165 221,373 371,813 (28,562) 734,472 () Includes land tax and building insurance. Revenues from charged costs of utilities and facility services subject to consolidation principally relate to energy and heat supply services distributed by Adler Energie Service GmbH. Other revenues subject to consolidation between segments are comprised of management fees charged between the management entities of the Group. Segments Total () 2021 Residential Property management Privatisation Adler RE Consus Consolidation Revenue from charged costs of utilities and facility services 33,393 - 95,476 - (4,486) 124,383 Revenue from sale of trading properties (condominiums) - 5,437 - - - 5,437 Revenue from property development contracts - - 8,301 115,481 (814) 122,969 Revenue from real estate inventories disposed of - - - 502,108 - 502,108 Revenue other 9,727 - - 19,018 (10,619) 18,126 Revenue from contracts with customers (IFRS 15) 43,120 5,437 103,777 636,607 (15,919) 773,022 thereof: products and services transferred at a point in time - 5,437 - 571,735 - 577,172 thereof products and services transferred over time 43,120 - 103,777 64,872 (15,919) 195,850 Rental income (IFRS 16) 112,028 467 225,585 8,179 (72) 346,188 Revenue from ancillary costs (IFRS 16) () 8,508 - 15,978 36 - 24,521 Rental income (IFRS 16) 120,536 467 241,563 8,215 (72) 370,709 Revenues (IFRS 15/IFRS 16) 163,656 5,904 345,340 644,822 (15,991) 1,143,732 () Includes land tax and building insurance. Contract balances Following table summarises the contract balances from revenue with customers under IFRS 15: Contract balances 31 Dec 2022 31 Dec 2021 Contract assets arising from re-charge of utilities (presented in "trade receivables") 20,924 11,359 Receivables from sale of real estate properties (presented in "trade receivables") 16,000 261,652 Receivables from other sales including forward sales (presented in "trade receivables") 26,763 90,542 Contract assets from developments (presented net in "contract assets") 86,862 82,237 Total contract assets 150,549 445,790 Prepayments received from developments (presented net in "contract liabilities") 13,924 36,109 Contract liabilities arising from re-charge of utilities (presented net in "trade payables") 1,149 2,178 Total contract liabilities 15,073 38,287 Note 26 – Cost of operations In EUR thousand 2022 2021 Salaries and other expenses 21,698 37,481 Costs of apportionable utilities 125,271 150,063 Costs of property development 258,111 80,759 Cost of real estate inventories disposed of 499,529 789,045 Costs of sale of trading properties (condominiums) 1,409 3,675 Property operations and maintenance 38,717 54,792 Other costs of operations 27,459 16,149 Total 972,194 1,131,964 Cost of real estate inventories disposed of includes write-down of inventories in an amount of EUR 366,425 thousand (2021: EUR 227,174 thousand). Please refer to Note 14. Note 27 – General and administrative expenses In EUR thousand 2022 2021 Salaries and related expenses 34,651 28,916 Share-based payments 695 756 Directors fee 1,095 1,184 Rent 2,797 2,172 Professional services 45,934 30,410 Traveling 2,053 2,512 Office, communication and IT expenses 17,461 19,247 Advertising and marketing 3,869 1,532 Impairment loss on trade receivables 7,646 4,622 Depreciation 18,928 17,645 Other 13,796 13,766 Total 148,925 122,762 Expenses for professional services include expenses for legal, accounting, audit and consulting fees. Other general and administrative expenses principally include expenses for local taxes, car and related costs, insurance expenses and representation cost. As at 31 December 2022, the Group had 787 full-time employees (2021: 1,329). On an annual average 934 people (2021: 1,499) were employed. Note 28 – Other expenses Other expenses principally relate to the impairment of goodwill in an amount of EUR 91,400 thousand (2021: EUR 1,083,300 thousand, please refer to Note 12). Further other expenses in an amount of EUR 44,953 thousand (2021: EUR 5,100 thousand) relate to one-off legal and consulting fees. The remainder mainly relates to penalties from contractual obligations (EUR 27,286 thousand, 2021: EUR 1,600 thousand), expenses for selling investment properties held for sale (EUR 5,416 thousand, 2021: EUR 356 thousand) and expenses for real estate transfer tax (EUR 22,663 thousand, 2021: EUR 0 thousand). The expenses for the selling of investments properties held for sale include the result from the portfolio sale to KKR & Co. Inc. (also see Note 17). On 30 December 2022, BCP - a subsidiary of Adler - completed the sale of a portfolio of 2,400 residential units located in the city of Leipzig. The result from deconsolidation EUR 3,085 thousand was recognised in other expenses. In the prio year EUR 34,800 thousand have been recognized for the deconsolidation of a portfolio by CONSUS (also see Note 5.A) Note 29 – Other income With effect from 30 June 2022, the Group sold a portfolio of 1,200 residential and commercial units to Waypoint Holdings S.à r.l. The sale was structured as a share deal, where Adler Group sold its shares and received a repayment of shareholder loans for 24 entities. As a result of the deconsolidation of these entities, a net income of EUR 21,617 thousand has been achieved and presented under other income. Other income includes EUR 30,249 thousand (2021: EUR 8,748 thousand) from the derecognition of liabilities, in addition to the Waypoint transaction described above EUR 16,029 thousand (2021: EUR 123,909 thousand) from deconsolidation of other subsidiaries. The remainder mainly relates to income from prior periods in an amount of EUR 16,531 thousand (2021: EUR 2,818 thousand). In 2021 the Group recognised EUR 37,972 thousand other income from reversal of provisions. In the fourth quarter of 2021, Adler RE, a subsidiary of the Group, closed the sale of approximately 15,500 units to a subsidiary of LEG IMMOBILIEN SE. The sale was structured as share deal including 13 property holding entities. As a result of the deconsolidation of these entities, a net income of EUR 123,209 thousand has been achieved and presented under other income. Note 30 – Net finance costs In EUR thousand 2022 2021 Interest received 32,628 33,333 Change in fair value of derivative component of convertible bond 82 6,570 Change in fair value of other derivatives 29 10,605 Income from derecognition of derivatives 38,227 - Change in fair value of other financial assets - profit 1 1,160 Net foreign exchange gain 9,901 - Other finance income 14,850 81,423 Total finance income 95,718 133,091 Interest on bonds (123,741) (135,303) Change in fair value of other derivatives (206) (53,751) Expense from derecognition of derivatives - (90,399) Change in fair value of investments in financial assets and other financial assets (247) (5,650) Change in fair value of loans granted - (4,224) Impairment of financial instruments (426,985) (18,512) Interest on other loans and borrowings (39,047) (75,011) One-off refinance costs (15,140) (69,154) Net foreign exchange loss - (38,484) Other finance expenses (25,682) (25,072) Total finance costs (631,048) (515,560) Total net finance costs (535,330) (382,469) Other finance income is mainly comprised of the derecognition of financial instruments (EUR 12,351 thousand). One-off refinance costs are mostly early repayment penalties for the repayment of the bank loans of Adler RE. The net foreign exchange gain relates to revaluation effects of bonds and convertible bonds denoted in NIS. An amount of EUR 62,127 thousand (2021: EUR 79,214 thousand) interest on other loans and borrowings was capitalised to investment properties and inventories under construction. Note 31 – Leases A. Leases in which the Group is the lessee Lease obligations not resulting from leaseholds are discounted using the incremental borrowing rate. Discount rates of between 1.92% and 5.04% were applied in the reporting year. The following table shows the right-of-use assets that do not meet the definition of investment property. In EUR thousand Property Vehicles Hardware/ Contracting Total Balance as at 1 January 2022 11,587 2,658 519 14,764 Additions to right-of-use assets (+) 4,323 1,036 - 5,359 Depreciation charge for the year (-) (5,041) (1,705) (62) (6,808) Impairment (-) (392) (232) (457) (1,081) Balance as at 31 December 2022 10,477 1,757 0 12,234 In EUR thousand Property Vehicles Hardware/ Contracting Total Balance as at 1 January 2021 12,278 4,881 699 17,858 Additions to right-of-use assets (+) 4,827 925 - 5,752 Depreciation charge for the year (-) (5,117) (2,567) (180) (7,864) Impairment (-) (401) (581) - (982) Balance as at 31 December 2021 11,587 2,658 519 14,764 The following table shows the amounts recognised in interest expenses and general and administrative expenses in connection with leases (including leaseholds): In EUR thousand 2022 2021 Interest expenses for lease liabilities 540 1,203 Expenses for short-term leases 456 765 Expenses for low-value leases 1,552 334 Total 2,548 2,302 The lease payments over the lease term (including lease holds) break down as follows by maturity: Expected lease payments as per In EUR thousand 31 Dec 2022 31 Dec 2021 Up to 1 year 3,230 5,307 1 to 5 years 3,296 5,874 More than 5 years 16,230 16,989 Leases that the Group has entered into as a lessee but have not yet commenced result in possible future payment outflows totalling EUR 31.8 million (including the amount from new office lease agreement over the term). B. Leases in which the Group is the lessor Adler leases its investment property. A lessor classifies these leases as operating leases as the lessee does not receive substantially all of the risks and rewards incidental to ownership. The claims to lease payments from long-term operating leases generally result from the letting of commercial properties. For the residential properties, leases are generally subject to the three-month statutory term of notice. There are no further claims to lease payments. The lease payments shown in the following tables include the net rental income only. At the end of the reporting period, the future minimum lease payments under non-cancellable operating leases are as follows: Expected lease payments as per In EUR thousand 31 Dec 2022 31 Dec 2021 Up to 1 year 42,536 45,735 1 to 3 years 19,356 19,297 More than 3 years 16,167 15,448 Note 32 – Financial instruments The Group has exposure to the following risks arising from its use of financial instruments: Credit risk Market risk Liquidity risk A. Credit risk Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from financial assets, trade and other receivables. Exposure to credit risk The carrying amounts of financial assets and contract assets represent the maximum exposure to credit risk. The following table presents the carrying amounts for each class of financial instruments as at the balance sheet date. In EUR thousand Category in accordance with IFRS 9 31 Dec 2022 31 Dec 2021 Investments in financial instruments aafvPL 19,234 20,228 Other financial assets - investments in debt securities aafOCI 12,723 22,885 Other financial assets - loans and borrowings afvPL - 37,900 Other financial assets - loans and borrowings aac 156,238 12,278 Other receivables - debt securities held for trading aafvPL - 64,900 Other receivables - miscelaneous other receivables aac 70,993 312,335 Trade receivables - receivables against tenants aac 35,928 28,972 Trade receivables - other trade receivables aac 59,744 350,146 Restricted bank deposits aac 77,885 71,460 Cash and cash equivalents aac 386,985 555,700 Total financial assets 819,730 1,476,804 Restricted bank deposits, cash and cash equivalents Deposits with banks and other financial institutions are made exclusively at well-known financial institutions with very high credit ratings. The ratings are monitored and assessed by the Group on a regular basis. In the event of substantial deterioration in the credit rating, the Group takes efforts to ensure that its exposures are no longer entered into with the respective counterparty. The credit risk resulting from restricted bank deposits, cash and cash equivalents is not material to the Group. The group did not recognise any material credit loss with regard to deposits with banks and other financial institutions on those financial instruments. Debt securities The Group limits its exposure to credit risk by investing only in liquid products and only with counterparties with an appropriate credit rating. The Group monitors changes in credit risk by tracking published external credit ratings and other information available with regard to the credit worthiness of a counterparty. The credit risk resulting from debt securities is not material to the Group. Credit losses are recorded at the amount of the 12-month expected credit loss. Loans and borrowings, other receivables and other trade receivables The credit risk from loans and borrowings, other receivables and other trade receivables is managed before and throughout the contract term and monitored closely at Group level. There are trading rules to ensure that transactions are only made with business partners if they have shown adequate payment behaviour in the past. Care is taken to ensure that all counterparties with relevance for the Group have at least a satisfactory credit rating. Credit risk is reduced by requiring the borrowers to provide securities, bank guarantees or other similar credit enhancements. The following table presents a breakdown of loans and borrowings, other receivables and other trade receivables by category as at the balance sheet date. It indicates whether those assets were subject to a 12-month expected credit loss or lifetime expected credit loss allowance and, in the latter case, whether they were credit-impaired. 31 Dec 2022 In EUR thousand Expected 12-month credit loss (Stage 1) Lifetime expected credit loss - not credit-impaired (Stage 2) Lifetime expected credit loss - credit-impaired (Stage 3) Loans and borrowings Loans to non-controlling shareholders of subsidiaries 153,750 - 11,331 Miscellaneous other borrowings - - - Other receivables Receivables from portfolio sales to associates - 17,628 28,204 Receivables from portfolio sales to third parties 14,775 - 60,792 Receivables against non-controlling shareholders of subsidiaries 10,050 - 5,974 Miscellaneous other receivables 1,057 - 63,270 Trade receivables Other trade receivables 103,616 - 239,177 Gross carrying amount 283,248 17,628 408,748 Accumulated impairment losses (61,444) (17,628) (377,098) Net carrying amount 221,804 - 31,650 31 Dec 2021 In EUR thousand Expected 12-month credit loss (Stage 1) Lifetime expected credit loss - not credit-impaired (Stage 2) Lifetime expected credit loss - credit-impaired (Stage 3) Financial assets Loans to non-controlling shareholders of subsidiaries - - - Miscellaneous other borrowings 7,990 - 4,288 Other receivables Receivables from portfolio sales to associates 27,802 34,346 - Receivables from portfolio sales to third parties 102,295 - 21,577 Receivables against non-controlling shareholders of subsidiaries 122,076 - - Miscellaneous other receivables 81,739 - - Trade receivables Other trade receivables 351,334 - - Gross carrying amount 693,236 34,346 25,865 Accumulated impairment losses (2,482) (23,601) (4,288) Net carrying amount 690,754 10,745 21,577 Expected credit losses regarding loans to non-controlling shareholders of subsidiaries are considered as relatively low as those are generally secured by liens on the shares held by these shareholders. However, the Group had to record allowances against some of these receivables as the carrying amount was no longer covered by the fair value of the underlying shares. Other receivables The credit risk from portfolio-sales is managed before and throughout the contract term and monitored closely at Group level. Care is taken to ensure that all counterparties with relevance for the Group have at least a satisfactory credit rating. Receivables from portfolio sales are typically collateralised by share liens and exploitation rights. The credit risk management process for receivables from portfoiio sales to associates does not differ from the process applied to third parties. Receivables from portfolio sales to associates include receivables against AB Immobilien B.V. at an amount of EUR 0 thousand (31 December 2021: EUR 14,972 thousand), receivables against Caesar JV Immobilienmanagement und Verwaltungs GmbH at an amount of EUR 6,204 thousand (31 December 2021: EUR 27,802 thousand). In 2022 the Group received a final payment of EUR 9,072 thousand from AB Immobilien B.V. the remainder of the receivables has been impaired to nil. Including interest and default interest, Caesar JV Immobilienbesitz und Verwaltungs GmbH owes to the Group an amount of EUR 28,975 thousand (31 December 2021: EUR 27,802 thousand). In 2022 the Group earned interest income at an amount of EUR 908 thousand (2021: EUR 810 thousand). Due to a significant deterioration of the creditworthiness of the debtor, the Group revised its assessment of the credit risk inherent in those receivables and recorded an impairment loss of EUR 22,805 thousand (2021: EUR 0 thousand). Receivables from portfolio sales to third parties include receivables from the sale of the majority shareholding in ACCENTRO Real Estate AG in 2017. The outstanding amount against the acquirer of the shares (including interest and default interest) is EUR 60,512 thousand (31 December 2021: EUR 59,592 thousand). In 2022 the Group earned interest income at an amount of EUR 3,920 thousand (2021: EUR 2,715 thousand). Due to a significant deterioration of the creditworthiness of the debtor, the Group revised its assessment of the credit risk inherent in those receivables and recorded an impairment loss of EUR 60,512 thousand. Expected credit losses regarding receivables against to non-controlling shareholders of subsidiaries are considered as relatively low as those are generally secured by liens on the shares held by these shareholders. However, the Group had to record allowances against some of these receivables as the carrying amount was no longer covered by the fair value of the underlying shares. Miscellaneous other receivables include receivables against diverse debtors. Due to a significant deterioration in the creditworthiness of these counterparties, the Group changed its credit risk assessment in 2022 and increased its allowances against these receivables by EUR 45,484 thousand. Trade receivables Other trade receivables include receivables from the sale of real estate held for trading, forward sales and project related services. The credit risk inherent in these receivables is closely monitored by the Group's Senior Management. Care is taken to ensure that all counterparties with relevance for the Group have at least a satisfactory credit rating. Receivables are typically collateralised and subject to legal actions in cases of non-performance by the debtor. Due to a significant deterioration of the creditworthiness of the counterparties and irrecoverability of collateralisation, the Group revised its assessment of the credit risk inherent in other trade receivables in 2022 and recorded impairment losses at a total amount of EUR 329,958 thousand (2021: EUR 0 thousand). The credit risk from trade receivables against tenants is managed and reduced through credit checks prior and throughout the lease term as well as through risk mitigating contractual terms such es security deposits, direct debit authorisations and advance payments. Due to the Group’s heterogenous tenant base, both in terms of geographical location as well as in terms of the size of individual tenant contracts, the concentration of risk is limited. The Group uses the simplified approach to estimate the lifetime expected credit loss of trade receivables against tenants. The approach relies on a provision matrix that is based on the ageing of the underlying receivables. The table below shows the gross amount, the provisions for expected credit losses and the net carrying amount for each aging bucket: The Group regards trade receivables against tenants that are more than 30 days overdue as credit impaired. 31 Dec 2022 In EUR thousand Gross carrying amount Provision for impairment Net carrying amount Not past due 21,565 (551) 21,014 0-30 days past due 5,833 (207) 5,626 31-180 days past due 5,995 (3,063) 2,932 Mare than 180 days past due 29,657 (23,301) 6,356 Total 63,050 (27,122) 35,928 31 Dec 2021 In EUR thousand Gross carrying amount Provision for impairment Net carrying amount Not past due 20,397 - 20,397 0-30 days past due 3,426 (101) 3,325 31-180 days past due 2,587 (966) 1,983 Mare than 180 days past due 25,763 (22,496) 3,267 Total 52,173 (23,562) 28,972 Impairment losses on receivables from tenants changed as follows: In EUR thousand 2022 2021 Balance as at 1 January (23,562) (34,589) Business combinations (IFRS 3) - - Additions (6,966) (8,177) Reversals 5,458 13,981 Write off of irrecoverable debts (2,052) 347 Reclassification as held for sale (IFRS 5) - - +/- Change in scope of consolidation - 4,876 Balance as at 31 December (27,122) (23,562) The following impairment losses have been recognised for each class of financial instruments in the reporting period: In EUR thousand Impairment loss of current period for: 31 Dec 2022 31 Dec 2021 Loans and borrowings Loans to non-controlling shareholders of subsidiaries 10,283 - Miscellaneous other borrowings 185 387 Other receivables Receivables from portfolio sales to associates 27,769 19,343 Receivables from portfolio sales to third parties 60,512 - Receivables against non-controlling shareholders of subsidiaries 5,689 Miscellaneous other receivables 43,618 - Trade receivables Receivables against tenants 7,646 4,621 Other trade receivables 278,929 - Total 434,631 24,351 B. Market risk The Group is exposed to the risk of changes in market interest rates as a result of floating rate debt. Loans obtained at variable interest rates expose the Group to cash flow interest rate risk, which could have adverse effects on the Group's profit or loss or financial position. With respect to fixed rate loans, a change in market interest rates does not have impact on Group’s profit or loss or financial position as they are mainly measured at amortised cost. However, a change in market interest rates may cause variations in fair value of the respective loans. As of 31 December 2022 the nominal amount of interest-bearing liabilities which are exposed to interest rate risk amount to EUR 6,643 million (prior year: EUR 7,811 million). Thereof, an amount of EUR 267 million (prior year: EUR 108 million) relates to variable rate loans. On the basis of the valuation as at 31 December 2022, the Group performed a sensitivity analysis to determine the change in interest income and expenses given a parallel shift in the EUR yield curve by +/– 50 basis points: Variable rate instruments 31 Dec 2022 31 Dec 2021 Change in interest basis points +50 +50 Effect on the profit before tax (in EUR thousand) (1,551) (93) In preparation of the analysis, the Group identified all financial instruments with variable interest rates (principally loan agreements). Where applicable, interest rate floors embedded in those financial instruments have been taken into account. All other variables have been held constant. A negative change in the interest rate at the same amount would have a similar impact on the profit and loss, but in the opposite direction. In addition, in the course of the acquisition of Adler RE, the Group took over bonds which were issued in New Israeli Shekels (NIS) and linked to the Consumer Price Index (CPI) for Israel. The bonds of the ADO Group were redeemed in the 2020 financial year. The bonds of the BCP sub-group were reclassified to liabilities held for sale in 2021. Had the exchange rate (EUR/NIS) as at the reporting date been 5% higher/lower, the carrying amount of the bonds would have changed by EUR 7,486 thousand (31 December 2021: EUR 3,612 thousand) or EUR -7,486 thousand (31 December 2021: EUR -3,612 thousand). If the CPI had increased/decreased by 3%, the carrying amount of the bonds would have changed by EUR -4,491 thousand (31 December 2021: -2,464 thousand) or EUR 4,491 thousand (31 December 2021: EUR 392 thousand). C. Liquidity risk The Company’s operational earnings power is generally sufficient to cover ongoing expenses, including the interest incurred. However, it is not sufficient to repay outstanding bonds or other debt financing. In order to limit liquidity risk, the Group continuously monitors all financing options available on the capital and banking markets and uses these options in a targeted manner. Moreover, the Group subjects its existing financings to an early review prior to the respective final maturity date in order to ensure refinancing. Under the conditions of existing loan agreements and bonds, the Group is obliged to fulfill certain financial covenants. If financial covenants are violated and all commonly practiced solutions will be unsuccessful, the lenders could call in the loan. The fulfilling of these covenants is continually monitored as part of risk management. Throughout 2022 some of these financial covenants limited the Group’s ability to incur new debt and refinance upcoming maturities. In 2022, the Group was faced with a critical liquidity position and upcoming debt maturities for example with Adler RE's outstanding EUR 500,000 thousand 1.875% senior unsecured notes due 27 April 2023. If (e.g.) Adler RE failed to meet the upcoming maturity, creditors under those bonds and under certain other financing arrangements would have been entitled by cross-default provisions to terminate and declare the relevant debts immediately due and payable. Due to the above risk, the Group proposed a Restructuring Plan aimed to facilitate a successful implementation of amendments to the Group's senior unsecured notes and to complete a wider financial Restructuring of the Group. In doing so, the Restructuring Plan would help improve the Group’s liquidity position, avoid imminent defaults under the bonds and reduce the risk of termination and acceleration of the Group’s debt obligations, and avoid the commencement of bankruptcy or insolvency proceedings of the Company or any other Group company. On 12 April 2023, the Restructuring Plan was sanctioned by the High Court of Justice of England and Wales. Pursuant to that plan, the senior unsecured notes were amended with effect from 17 April 2023. The Restructuring Plan and related amendments provide the liquidity needed to manage the Group’s upcoming debt maturities, stabilise its business operations, and avoid the need for material Group members to file for insolvency and sell assets at a deep discount in the current challenging market conditions. The following table shows the forecast for undiscounted cash flows of non-derivative financial liabilities and derivative financial instruments prevalent as per 31 December 2022: 31 Dec 2022 In EUR thousand Carrying amount Contractual cash flows 2023 2024 2025 Due after 3 years Corporate bonds 4,234,046 4,687,876 597,125 787,750 475,375 2,827,626 Convertible bonds 100,503 167,064 167,064 - - - Other loans and borrowings 1,645,817 1,717,039 335,563 272,875 404,375 704,226 Other financial liabilities 16,029 16,029 15,092 937 - - Trade payables 78,242 78,785 78,785 - - - Tenants' security deposits 18,939 18,939 18,939 - - - Other payables 107,532 107,534 107,534 - - - Derivatives (stand-alone) 806 806 - 806 - - Total 6,201,914 6,794,072 1,320,102 1,062,368 879,750 3,531,852 31 Dec 2021 In EUR thousand Carrying amount () Contractual cash flows 2022 2023 2024 Due after 3 years Corporate bonds 4,610,353 5,191,000 503,125 597,125 787,750 3,303,000 Convertible bonds 216,940 231,880 125,695 106,185 - - Other loans and borrowings 2,176,136 2,310,192 139,486 423,156 300,280 1,447,270 Other financial liabilities 27,168 27,168 25,452 1,716 - - Trade payables 76,383 76,383 76,383 - - - Tenants' security deposits 22,213 22,213 22,213 - - - Other payables 102,947 102,947 102,947 - - - Derivatives (stand-alone) 40,639 2,412 - 1,298 1,114 - Total 7,272,779 7,964,195 995,301 1,129,480 1,089,144 4,750,270 The undiscounted cash flows expected from lease liabilities are outlined in the Note 31 – Leases. D. Fair value The following table shows an overview on different classes of financial instruments, their carrying amount, measurement basis, fair value and fair value hierarchy level: 31 Dec 2022 In EUR thousand Category Carrying amount Amortised cost Fair value through PL Fair value through OCI Carrying amounts acc. to IFRS 16 / IAS 28 Fair Value Fair value hierarchy level Assets Investments in financial instruments Investments in equity instruments - FVPL aafvPL 19,234 - 19,234 - - 19,234 Level 3 Investments accounted under the equity method n/a 25,530 - - - 25,530 - n/a Other financial assets Receivables due from associated companies aac - - - - - - 1) Receivables due from third parties aac 156,238 156,238 - - - 156,238 1) Other financial assets aafvPL - - - - - Level 3 Investments in debt securities aafvOCI 12,723 - - 12,723 - 12,723 Level 1 Derivatives aafvPL 8,053 - 8,053 - - 8,053 Level 3 Restricted bank deposits aac 77,885 77,885 - - - 77,885 1) Trade receivables aac 95,672 95,672 - - - 95,672 1) Other receivables and financial assets Other financial receivables at cost aac 70,777 70,777 - - - 70,777 1) Short-term financial investments aafvPL 216 - 216 - - 216 Level 3 Cash and cash equivalents aac 386,985 386,985 - - - 386,985 1) Total financial assets 853,313 787,557 27,503 12,723 25,530 827,783 1) Liabilities Corporate bonds flac 4,234,046 4,234,046 - - - 2,270,099 Level 1 Convertible bonds flac 100,503 100,503 - - - 83,588 Level 2 Other loans and borrowings flac 1,645,817 1,645,817 - - - 1,488,415 Level 3 Other financial liabilities 16,029 Other financial liabilities at cost flac 16,029 16,029 - - - 16,029 1) Derivatives lafv 806 - 806 - - 806 Level 3 Trade payables flac 78,242 78,242 - - - 78,242 1) Lease liabilities n/a 14,152 - - - 14,152 - n/a Other payables 126,471 Other financial payables at cost flac 126,471 126,471 - - - 126,471 1) Total financial liabilities 6,216,066 6,201,108 806 - 14,152 4,063,650 1) The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, trade and other receivables, restricted and other bank deposits and trade and other financial payables are considered to be the same or proximate to their fair value due to their short-term nature. Further information on the financial assets and liabilities measured at fair value through profit or loss are included in the respective notes 21 Derivatives, Note 16 Other receivables, Note 10 Other financial assets. 31 Dec 2021 In EUR thousand Category Carrying amount Amortised cost Fair value through PL Fair value through OCI Carrying amounts acc. to IFRS 16 / IAS 28 Fair Value Fair value hierarchy level Assets Investments in financial instruments Investments in equity instruments - FVPL aafvPL 20,228 - 20,228 - - 20,228 Level 3 Investments accounted under the equity method n/a 32,395 - - - 32,395 - n/a Other financial assets Receivables due from associated companies aac - - - - - - 1) Receivables due from third parties aac 4,963 4,963 - - - 4,963 1) Other financial assets aafvPL 45,215 - 45,215 - - 45,215 Level 3 Investments in debt securities aafvOCI 22,885 - - 22,885 - 22,885 Level 1 Derivatives (embedded) aafvPL 10,433 - 10,433 - - 10,433 Level 3 Restricted bank deposits aac 71,460 71,460 - - - 71,460 1) Trade receivables aac 379,118 379,118 - - - 379,118 1) Other receivables and financial assets Other financial receivables at cost aac 312,335 312,335 - - - 312,335 1) Short-term financial investments aafvPL 64,900 - 64,900 - - 64,900 Level 3 Cash and cash equivalents aac 555,700 555,700 - - - 555,700 1) Total financial assets 1,519,632 1,323,576 140,776 22,885 32,395 1,487,237 Liabilities Corporate bonds flac 4,610,352 4,610,352 - - - 4,138,155 Level 1 Convertible bonds flac 216,941 216,941 - - - 205,871 Level 2 Other loans and borrowings flac 2,176,136 2,176,136 - - - 2,181,516 Level 3 Other financial liabilities Other financial liabilities at fair value lafv - - - - - - Level 3 Other financial liabilities at cost flac 27,168 27,168 - - - 27,168 1) Derivatives lafv 40,639 - 40,639 - - 40,639 Level 3 Trade payables flac 76,383 76,383 - - - 76,383 1) Lease liabilities n/a 17,001 - - - 17,001 - n/a Other payables Other financial payables flac 125,159 125,159 - - - 125,159 1) Total financial liabilities 7,289,779 7,232,139 40,639 - 17,001 6,794,891 1) The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, trade and other receivables, restricted and other bank deposits and trade and other payables are considered to be the same or proximate to their fair value due to their short-term nature. Fair value for liabilities is estimated by discounting future cash flows by the market interest rate of the similar instruments on the date of measurement. In respect of the liability component of convertible bonds, the market rate of interest is determined by bid and ask quotes in the market. The fair value of the bonds is derived from quoted prices in active markets. E. Capital management The Company’s management aims to maximise a long-term increase in value for the investors, taking into account financial risks by maintaining a degree of financial flexibility in order to be able to pursue the Group’s growth and portfolio optimisation. The key figure for capital management is the loan-to-value ratio, which is the ratio of net financial liabilities compared to the value of the investment and trading properties. The Company aims to achieve a long-term loan-to-value ratio of below 50% (please refer to the Management Report section). The initiated disposals are expected to contribute significantly to the achievement of this target in 2022. F. Movement in liabilities deriving from financing activities In EUR thousand Corporate bonds Convertible bonds Other loans and borrowings Other financial liabilities Total Balance as at 1 Jan 2022 4,610,352 216,941 2,176,136 27,168 7,030,597 Changes from financing cash flows Receipt of loans and borrowings 162,518 - 74,809 - 237,327 Repayment of loans and borrowings (462,660) (118,696) (724,934) - (1,306,290) Transaction costs related to borrowings - - - - - Interest paid (38,338) - (16,507) (54,845) Total net financing cash flows (338,480) (118,696) (666,632) - (1,123,808) Effect of changes in foreign exchange rates 7,901 - - - 7,901 Changes arising from selling group of assets and liabilities classified as held for sale (91,703) - 289,428 - 197,725 Changes arising from obtaining control of subsidiaries - - - - - Changes in fair value - - - - - Change in the consolidation scope without loss of control - - - 2,735 2,735 Subsequent measurement PPA - - - - - Other changes 45,976 2,258 (153,115) (13,874) (118,755) Balance as at 31 Dec 2022 4,234,046 100,503 1,645,817 16,029 5,996,395 In EUR thousand Corporate bonds Convertible bonds Other loans and borrowings Other financial liabilities Total Balance as at 1 Jan 2021 3,728,962 311,972 3,969,192 16,128 8,026,254 Changes from financing cash flows Receipt of loans and borrowings 1,951,053 - 1,152,465 - 3,103,518 Repayment of loans and borrowings (961,298) (91,044) (2,281,301) - (3,333,643) Transaction costs related to borrowings (2,278) - - (2,278) Interest paid (33,306) - (37,423) (70,729) Total net financing cash flows 954,171 (91,044) (1,166,259) - (303,132) Effect of changes in foreign exchange rates 10,023 - - - 10,023 Changes arising from selling group of assets and liabilities classified as held for sale (74,459) - (602,267) - (676,726) Changes arising from obtaining control of subsidiaries - - 145,185 - 145,185 Changes in fair value - - - (9,315) (9,315) Subsequent measurement PPA 13,533 (2,869) 36,402 - 47,066 Other changes (21,878) (1,118) (206,117) 20,355 (208,758) Balance as at 31 Dec 2021 4,610,352 216,941 2,176,136 27,168 7,030,597 Other changes principally relate to deferred interest and amortisation of transaction costs. G. Net result from financial instruments by the measurement classifications in IFRS 9 The net result from financial instruments broken down into individual measurement categories is presented in the table below. Interest income and interest expenses from financial instruments represent a component of the net result. The gains and losses are due to impairments and reversals from the fair value measurement. Net result 2022 In EUR thousand IFRS 9 category Interest Profit / loss OCI Total Investments in equity instruments measured at fair value through other comprehensive income aafvOCI - (16) - (16) Financial assets measured at amortised cost aac 30,439 (434,631) (404,192) Financial assets measured at fair value through profit or loss aafv 1,360 (246) 1,114 Financial assets measured at fair value through other comprehensive income aafvOCI 829 (10,235) (9,406) Financial liabilities measured at amortised cost flac (180,983) 2,680 (178,303) Financial liabilities measured at fair value through profit or loss lafv 38,132 38,132 Total (148,355) (394,081) (10,235) (552,671) Net result 2021 In EUR thousand IFRS 9 category Interest Profit / loss OCI Total Investments in equity instruments measured at fair value through other comprehensive income aafvOCI - 3,689 - 3,689 Financial assets measured at amortised cost aac 10,309 (23,134) - (12,825) Financial assets measured at fair value through profit or loss aafv 1,794 (8,714) - (6,920) Financial assets measured at fair value through other comprehensive income aafvOCI 1,326 - (9,067) (7,741) Financial liabilities measured at amortised cost flac (280,217) 35,926 - (244,291) Financial liabilities measured at fair value through profit or loss lafv - (126,975) - (126,975) Total (266,788) (119,208) (9,067) (395,063) H. Derivative financial instruments Interest rate hedging instruments Interest rate hedging instruments such as swaps are used at the Group to hedge interest rate risks for floating-rate loan agreements in particular. The fair values and nominal values of the interest hedge contracts broken down by maturity are presented below: In EUR thousand 2022 2021 Fair value Nominal Fair value Nominal Up to 1 year - - - - Due between 1 and 5 years (800) 30,000 (2,372) 81,126 Due between 5 and 10 years - - - - As at 31 December (800) 30,000 (2,372) 81,126 Note 33 – Related parties A. Related companies Transactions with related companies In 2021 Aggregate Holdings Invest S.A. was the ultimate parent company of Adler Group S.A. In 2022 the shares held by Aggregate Holdings Invest S.A. were transferred to Vonovia SE. Aggregate Holdings Invest S.A. continues to be a related party of the Group. There were no business relationships with Vonovia SE. The following amounts with related parties are included in the consolidated statement of financial position: 31 Dec 2022 In EUR thousand Trade receivables Other receivables and financial assets Other financial assets Trade payables Other payables Other loans and borrowings Aggregate (subsidiaries of the parent) 53 330 24,298 - - - Harel Insurance Company Ltd. (joint venture partner) - - - - - - Associated companies and joint ventures 3,712 14,694 3 - (22,524) - Other related parties 8 8,369 993 - (152) - Total nominal value 3,773 23,393 25,294 - (22,676) - Accumulated impairment losses - - (11,574) - - - Carrying amount 3,773 23,393 13,719 - (22,676) - 31 Dec 2021 In EUR thousand Trade receivables Other receivables and financial assets Other financial assets Trade payables Other payables Other loans and borrowings Aggregate (subsidiaries of the parent) 124 21,330 27,885 (31) - - Harel Insurance Company Ltd. (joint venture partner) - - - - - (25,761) Associated companies and joint ventures 524 44,775 2,072 - (15,932) - Other related parties - 2,264 914 - (188) - Total nominal value 648 68,369 30,871 (31) (16,120) (25,761) Accumulated impairment losses - - (5,000) - - - Carrying amount 648 68,369 25,871 (31) (16,120) (25,761) The following amounts with related parties are included in the consolidated statement of profit or loss: 2022 In EUR thousand Rental income Income from services rendered Expense from services received Interest income Interest expense Other income/(expense) Aggregate (subsidiaries of the parent) 372 - - 2,348 - - Harel Insurance Company Ltd. (joint venture partner) - - - - (527) - Associated companies and joint ventures - - - 1,718 (208) 65 Other related parties 220 73 (57) - - - Total 592 73 (57) 4,066 (735) 65 2021 In EUR thousand Rental income Income from services rendered Expense from services received Interest income Interest expense Other finance expense Other income/(expense) Aggregate (subsidiaries of the parent) 361 10 - 1,326 - (5,651) (12) Harel Insurance Company Ltd. (joint venture partner) - - - - (1,064) - - Associated companies and joint ventures - - - 3,569 (38) - 948 Other related parties 882 81 (60) - - - - Total 1,243 91 (60) 4,895 (1,102) (5,651) 936 B. Transactions with key management personnel Within the Group, the individuals in key positions pursuant to IAS 24 include the Board of Directors of Adler Group S.A. Compensation and benefits to key management personnel that are employed by the Group are broken down as follows: In EUR thousand 2022 2021 Short-term employee benefits 2,469 2,638 Share-based payments 695 756 Other bonus () - 259 Termination fees 1,611 - Total 4,775 3,653 () Related to 2020 before appointment to the Senior Management. The Board of Directors and members of their immediate families do not personally have any business relationship with the Group other than in their capacity as members of the Board of Directors. C. Emoluments granted to the members of the management and supervisory bodies The emoluments granted to the members of the supervisory bodies in that capacity for the financial year are broken down as follows: In EUR thousand 2022 2021 Directors fee granted to the members of the Board of Directors 1,095 1,184 Total 1,095 1,184 The emoluments granted to the members of the Senior Management (Co-CEOs, CEO, CFO, CLO, CDO in 2022, Co-CEOs, CLO, CDO in 2021) are broken down as follows: In EUR thousand 2022 2021 Fixed salary 1,561 1,645 Short-term cash incentive 385 852 Long-term incentive to be paid in shares or cash 695 756 Other bonus () - 259 Consulting fees 442 42 Other benefits 81 99 Termination fees 1,611 - Total 4,775 3,653 () Related to 2020 before appointment to the Senior Management. Note 34 – Auditors’ fees Fees billed to the Company and its subsidiaries by KPMG Luxembourg, Société Anonyme, Luxembourg, the previous auditor of the Company and other member firms of the KPMG network during the previous year are as follows (excluding VAT). In EUR thousand 2021 Audit fees 1,136 Thereof: KPMG Luxembourg, Société Anonyme 868 Tax consultancy services 40 Thereof: KPMG Luxembourg, Société Anonyme - Other non-audit related services () 1,210 Thereof: KPMG Luxembourg, Société Anonyme 169 () 2021 : An amount of about EUR 4.0 million, was incurred on the audit by KPMG Forensic subsequent to the balance sheet date. In 2022 an amount of EUR 4,400 thousand has been provisioned for the audit of the consolidated financial statements as per 31 December 2022. On 26 May 2023 the register court of Berlin announced Rödl & Partner GmbH Wirtschaftsprüfungsgesellschaft as auditor of the consolidated financial statements of ADLER Real Estate GmbH (former ADLER Real Estate AG), On 27 November 2023 the general meeting of ADLER Group S.A. appointed AVEGA Revision S.a.r.l. as auditor for the Group. Morrison Köln AG has been commissioned to audit the group reporting of CONSUS and DOMUS Steuerberatungs-AG, Wirtschaftsprüfungsgesellschaft has been commissioned to audit certain (former) ADO companies. DOMUS Steuerberatungs-AG Wirtschaftsprüfungsgesellschaft is a network partner to AVEGA Revision S.a.r.l.. None of these fees have been billed in 2022. Note 35 – Segments reporting The segment report reflects the operating segments reported to the Group’s chief operating decision maker (CODM). The following summary describes the operations in each of the Group’s operating segments: Residential property management – the Group’s core business activity is renting and managing residential properties, which includes the modernisation and maintenance of the properties, the management of tenancy agreements and marketing of residential units. The focus of property management is on the optimisation of rental income; Privatisation – this segment includes all aspects of preparing and executing the sale of units. In addition, this segment is also subject to modernisation, maintenance and management, and generates rental income from non-vacant units. Adler RE – this segment comprises the sub-group Adler RE. Adler RE’s activities have the objective of investing in residential properties that offer sustainable potential for value appreciation and whose current income contributes to the Group’s success. The Company’s operating strategy also includes active value creation, i.e., improving its existing residential property portfolios by means of expansion, conversion or modernisation measures. Consus – this segment comprises the sub-group Consus Real Estate AG. Consus' core business is the development of urban middle-income housing in Germany's nine largest cities. The focus is on the development of large-volume projects with a growing share of large urban neighbourhoods. Adler RE and Consus are presented as an independent segment in accordance with current internal reporting to the chief operating decision maker. The goodwill has been allocated to the segment Consus. The CODM does not review assets and liabilities separately by segment. Performance is measured based on segment gross profit before revaluation of investment properties. Segment results reported to the CODM include items directly attributable to a segment on a reasonable basis. Information about reportable segments Information regarding the results of each reportable segment is included below. For a detailed breakdown of revenues including revenues realised at a point in time and over time please refer to Note 25. 2022 In EUR thousand Residential property management Privatisation Adler RE Consus Consolidation Total consolidated External income from residential property management 148,447 171 220,978 9,084 (9,326) 369,354 External income from sale of trading properties (condominiums) 1,994 395 2,389 External income from selling of other real estate inventories 228,750 228,750 External income from property development - 115,481 115,481 Other income 19,236 18,498 (19,236) 18,498 Consolidated revenue 167,683 2,165 221,373 371,813 (28,562) 734,472 Reportable segment gross profit 21,246 764 83,290 (332,661) (10,360) (237,721) General and administrative expenses (148,925) Changes in fair value of investment properties (761,851) Other expenses (220,385) Other income 96,834 Finance income 95,718 Finance costs (631,049) Net income from at-equity valued investments 208 Consolidated profit (loss) before tax (1,807,171) Income tax expense 132,324 Consolidated profit (loss) after tax (1,674,847) 2021 In EUR thousand Residential property management Privatisation Adler RE Consus Consolidation Total consolidated External income from residential property management 153,929 467 337,039 8,215 (4,558) 495,092 External income from sale of trading properties (condominiums) - 5,437 - - - 5,437 External income from selling of other real estate inventories - - - 502,108 - 502,108 External income from property development - - 8,301 115,481 (814) 122,969 Other income 9,727 - - 19,018 (10,619) 18,126 Consolidated revenue 163,656 5,904 345,340 644,822 (15,991) 1,143,731 Reportable segment gross profit 106,290 2,104 156,277 (245,495) (7,408) 11,768 General and administrative expenses (122,762) Changes in fair value of investment properties 415,142 Other expenses (1,128,797) Other income 183,680 Finance income 133,091 Finance costs (515,560) Net income from at-equity valued investments 758 Consolidated profit (loss) before tax (1,022,680) Income tax expense (142,327) Consolidated profit (loss) after tax (1,165,007) Note 36 – Earnings per share Basic and diluted earnings per share The calculation of basic earnings per share as at 31 December 2022 was based on the profit attributable to the Company’s ordinary shareholders divided by a weighted average number of ordinary shares outstanding, calculated as follows: (1) The diluted and undiluted earnings amount to: In EUR thousand 2022 2,021 Profit attributable to the owners of the Company (1,556,867) (1,177,213) Correction: interest from convertible bonds (after tax) 2,638 2,548 Correction: measurement of convertible bonds (after tax) (62) (4,931) Adjusted profit attributable to the owners of the Company to calculate diluted earnings (1,554,291) (1,179,596) (2) Weighted average number of ordinary shares (in thousands of shares) 2022 2021 Weighted average as at 1 January 117,510 117,510 Weighted average as at 31 December 117,510 117,510 In EUR 2022 2021 Basic earnings per share (13.25) (10.03) Diluted earnings per share (13.21) (10.03) Note 37 – Subsequent events The Group has evaluated transactions or other events for consideration as subsequent events since the reporting date 31 December 2022 in the annual financial statements through 26 September 2024, the date of finalisation of the financial statements. 1. On 9 January 2023, the local court of Berlin-Charlottenburg appointed KPMG AG Wirtschaftsprüfungsgesellschaft as auditor of Adler Real Estate AG (“ Adler RE ”). The judicial appointment required the acceptance of the audit mandate by the auditor, which KPMG AG Wirtschaftsprüfungsgesellschaft rejected on 11 January 2023. As of the date hereof, Adler Group did not have an auditor and continued its intensive efforts to engage an auditor. On 24 April 2023, Adler RE announced that Rödl & Partner had agreed to accept an appointment as auditor for the audit of the stand-alone and the consolidated financial statements of Adler RE for the financial year 2022. 2. On 11 January 2023, AGPS BondCo PLC (the “ New Issuer ”) was substituted in place of Adler Group as issuer of its six series of senior unsecured notes (“ SUNs ”) (the “ Issuer Substitution ”). In connection with the Issuer Substitution, Adler Group provided irrevocable and unconditional guarantees in relation to the obligations and liabilities under the SUNs, including (but not limited to) payment of the principal of, and interest on, the SUNs. On 24 February 2023, a holder of the SUNs, Plan.e.Anleihe GmbH, commenced proceedings in the Frankfurt Regional Court against Adler Group seeking a declaration that the Issuer Substitution was invalid and unenforceable. Adler Group opposed the relief sought on the grounds that the Issuer Substitution was effected in accordance with the terms and conditions governing each series of SUNs (the “ Terms and Conditions ”), and is and continues to be valid as a matter of German law and will vigorously defend against such declaration in any such proceedings. 3. On 16 February 2023, the New Issuer completed the downlisting of its EUR 400,000,000 1.500% unsecured notes due 2024 (“ 2024 Notes ”), which were admitted to trading on the regulated Market of Luxembourg Stock Exchange, on the Euro MTF. The purpose of the downlisting was to harmonise the 2024 Notes with the other five series of SUNs. 4. On 23 February 2023, BNP Paribas, as principal paying agent, received notices of termination under the Terms and Conditions from certain holders of SUNs (representing approximately 6% of the aggregate principal amount of the SUNs). Such notices were rejected by the New Issuer for procedural deficiencies. On 10 March 2023, the notices of termination were resubmitted. The New Issuer rejected one resubmitted notice for procedural deficiencies and rejected all resubmitted notices on the basis that no valid grounds for such termination exist and therefore considered the purported declarations to be invalid. On 24 March 2023, BNP Paribas again received resubmitted termination notices, which were similarly rejected by the New Issuer on the basis that no valid grounds for such termination exist and that the noteholders of the respective notes were not entitled to terminate the notes due to the presence of an ongoing Restructuring Plan proceeding. 5. On 28 February 2023, S&P downgraded the issuer rating of Adler RE from CCC- to CC with outlook negative. Adler Real Estate’s EUR 300,000,000 3.000% senior unsecured notes due 27 April 2026 (“ Adler RE 2026 SUNs ”) were also downgraded from CCC- to CC. The CCC- rating on EUR 500,000,000 1.875% senior unsecured notes due 27 April 2023 (“ Adler RE 2023 SUNs ”) and on Adler Real Estate’s 2.125% EUR 300,000,000 notes due 2024 (“ Adler Re 2024 SUNs ”) was affirmed. 6. On 17 March 2023, the Group sent a request to Adler RE to squeeze-out the remaining minority shareholders of Adler RE. Subsequently on the same date, the Group and Adler RE published an ad-hoc notification disclosing the EUR 8.76 per share cash compensation to be paid to the squeezed-out minority Adler RE shareholders. 7. On 21 March 2023, meetings of holders of the SUNs (the “ Plan Meetings ”) were held to consider and vote on the Group’s proposed Restructuring Plan (the “ Restructuring Plan ”), which aimed to facilitate a successful implementation of amendments to the SUNs and complete the wider financial restructuring of the Group (the “ Restructuring ”), and in doing so help resolve the financial difficulties faced by the Group. Subsequently on 21 March 2023, the Group announced the voting results of the Plan Meetings, noting a strong level of support for the Restructuring Plan and, more broadly, the Group’s comprehensive Restructuring proposal. 8. On 31 March 2023, Adler RE signed a comfort letter (“ Comfort Letter ”) in relation to the intra-group loan agreement dated 23 May 2022 on the granting of a loan in an amount of up to EUR 200,000,000 to its subsidiary, Brack Capital Properties N.V. (“ BCP ”). Pursuant to the Comfort Letter, Adler RE undertook to prolong the maturity of part of the loans granted under the intra-group loan agreement in an amount of EUR 70,000,000 (“ Prolonged Loans ”) by six months until 30 June 2024 if certain conditions are met. These conditions require, among others, that the Prolonged Loans have been secured by collateral provided by BCP in favour of Adler RE. BCP will provide market standard collateral as consideration for the Prolonged Loans, and the interest rate for the Prolonged Loans will be increased with effect from the original maturity date to 3-month-Euribor plus a margin reflecting the then prevailing market conditions (provided that such margin shall be no lower than 200 basis points). The remaining EUR 130,000,000 part of the loans will maintain the original maturity date of 29 December 2023. 9. On 12 April 2023, the High Court of Justice of England and Wales (the “ High Court ”) made an order sanctioning the Restructuring Plan (the “ Sanction Order ”) with the final judgement published on 21 April 2023 (the “ Judgement ”). At the hearing of the High Court’s decision to sanction the Restructuring Plan on 12 April 2023, the ad hoc group of noteholders (the “ AHG ”) opposing the Restructuring Plan stated that it would seek permission to appeal. The New Issuer opposed this application. On 25 April 2023 the High Court declined to grant AHG the permission to appeal. On 16 May 2023, AHG filed an application with the Court of Appeal for permission to appeal and requested that the application for permission to appeal and the substantive hearing of the appeal be dealt with by the Court of Appeal on an expedited basis. The Group made submissions to the Court of Appeal opposing AHG’s request for expedition and intended to oppose the AHG’s application for permission to appeal (as well as its appeal, if permission is granted). 10. On 13 April 2023, the Group announced completion of the Restructuring Plan. Pursuant to the Restructuring Plan, on 17 April 2023, the SUNs were amended in accordance with the amended Terms and Conditions governing each series of SUNs, which included, among other changes: 10.1 2.75% coupons increase until 31 July 2025; after which time, the coupons revert to their respective prior levels; 10.2 extension of the maturity date of the 2024 Notes from 26 July 2024 until 31 July 2025; 10.3 amendments restricting the incurrence of certain indebtedness by the Group, subject to certain carve-outs such as allowing the Group to incur the New Money Funding (as defined below) and refinance certain existing indebtedness; 10.4 amendments to the reporting covenants that temporarily alleviate the reporting obligations placed on the Group; and 10.5 amendments to certain other restrictive covenants to support the new capital structure and liquidity position of the Group. The key amendments are summarised in the table below: EUR 400,000,000 1.500% unsecured notes due 2024 EUR 400,000,000 3.250% unsecured notes due 2025 EUR 700,000,000 1.875% unsecured notes due 2026 EUR 400,000,000 2.750% unsecured notes due 2026 EUR 500,000,000 2.250% unsecured notes due 2027 EUR 800,000,000 2.250% unsecured notes due 2029 Maturity 31 July 2025 As initially scheduled (5 Aug 2025) As initially scheduled (14 Jan 2026) As initially scheduled (13 Nov 2026) As initially scheduled (27 Apr 2027) As initially scheduled (14 Jan 2029) Interest from 13 April 2023 to 31 July 2025 4.250% 6.000% 4.625% 5.500% 5.000% 5.000% Interest after 31 July 2025 past maturity date 3.250% 1.875% 2.750% 2.250% 2.250% Reporting covenant amendments The audited year-end financials for the years ending on 31 December 2022 and 31 December 2023 each to be delivered by 30 September 2024 Financial maintenance covenant A maintenance loan-to-value ratio (“Maintenance LTV Ratio”) covenant that will require the Maintenance LTV Ratio to not exceed 87.5% on each maintenance reporting date (first covenant testing date 31 December 2024) A Maintenance LTV Ratio covenant that will require the Maintenance LTV Ratio to not exceed 87.5% on each maintenance reporting date on and prior to 31 December 2025, and 85% thereafter (first covenant testing date 31 December 2024) Limitations on incurrence of debt The incurrence of debt other than the New Money Facilities (as defined below), certain refinancing indebtedness, and a general basket indebtedness of up to EUR 150,000,000 will not be permitted 11. On 13 April 2023, Adler Group completed a reorganisation of the Group’s corporate structure. Following the completion of the reorganisation (i) Adler Group became the sole shareholder of the newly incorporated Luxembourg entity Adler Group Intermediate Holding S.à r.l. (“Adler Group Intermediate Holding”), which became the sole shareholder of three newly incorporated Luxembourg entities (collectively, the “Collateral LuxCos”) and (ii) all shares in Adler RE, Consus Real Estate AG (“Consus”) and certain other subsidiaries, which were previously directly or indirectly held by Adler Group (except for the New Issuer and for a certain number of the shares in such subsidiaries, which continue to be held by Adler Group), were transferred to the Collateral LuxCos. 12. On 17 April 2023, S&P downgraded the issuer ratings of both Adler Group and Adler RE from CC to SD (selective default). The rating of the unsecured debt for both Adler Group and Adler RE was lowered from CC to D (default). The ratings on Adler RE 2023 SUNs and Adler RE 2024 SUNs unsecured debt was affirmed at CCC-. S&P stated that it will reassess its ratings on Adler Group and Adler RE after the Restructuring is implemented. 13. In accordance with the Restructuring Plan, the Restructuring and related committed funding of up to EUR 937,474,000 (the “ New Money Funding ”), a special purpose vehicle established for the sole purpose of the Restructuring (“ LendingCo ”) issued EUR 937,474,000 12.500% notes due 30 June 2025 (the “ New Money Notes ”) and subsequently LendingCo lent the New Money Notes proceeds to the Group via loan facilities (the “ New Money Facilities ”) under a facilities agreement dated 22 April 2023 (the “ New Money Facilities Agreement ”): 13.1 EUR 322,474,000 term loan facility with Adler Group, with proceeds funding (i) the repayment of the existing upstream loan from Adler RE and (ii) the payment of fee incurred in relation to the New Money Funding; 13.2 EUR 235,000,000 term loan facility (“ Facility ARE ”) with Adler Group, with proceeds funding a non-interest bearing shareholder loan to Adler RE to fund repayment of the Adler RE 2023 SUNs in full on its maturity date (27 April 2023). The non-interest bearing shareholder loan to Adler RE was entered into on 27 April 2023; 13.3 Up to EUR 80,000,000 term loan facility with Consus subsidiaries, with proceeds funding certain capital expenditures; and 13.4 EUR 300,000,000 term loan facility (“ Facility 2024 ”) with Adler Group, to fund a non-interest bearing shareholder loan to Adler RE to, in turn, fund the repurchase and/or repayment of the Adler RE 2024 SUNs. 14. Further to the public announcement issued by the Group on 23 February 2023 relating to results of Adler Real Estate consent solicitations, the terms and conditions of the Adler RE 2024 SUNs and the Adler RE 2026 SUNs were amended. The amendments allow Adler Real Estate to provide liens over its assets to secure the Adler RE 2024 SUNs, the Adler RE 2026 SUNs, Facility ARE, Facility 2024 and the payment-in-kind interest related to Facility ARE and Facility 2024. 15. Certain members of the Group provided guarantees and transaction security in favour of Global Loan Agency Services GmbH, as security agent, to secure the claims under the New Money Facilities. In addition, two intercreditor agreements were executed on 22 April 2023 to govern the enforcement of collateral and the waterfall for the distribution of enforcement proceeds amongst the different classes of Group creditors. 16. On 24 April 2023, Adler Group increased its share capital by EUR 42,303.68 from EUR 145,712.69 to EUR 188,016.37 by issuing 34,115,874 new shares from the authorised capital. The new shares were delivered to the New Money Investors. 17. On 27 April 2023, the Adler RE bond 2018/2023 with a nominal outstanding amount of EUR 500 million was repaid. 18. On 27 April 2023, S&P upgraded the issuer ratings of both Adler Group and Adler RE from SD to CCC+ with outlook negative. Furthermore, the issue rating on the Adler Group bond which had been extended from 2024 to 2025 and the two Adler RE AG bonds due in 2024 and 2026 were upgraded to CCC+. The rating of the remaining Adler Group bonds was raised to CCC-. The New Money Funding note was assigned a rating of B. 19. On 28 April 2023, the general meeting of Adler RE resolved on the squeeze out. However, the decision had not yet been implemented because actions for rescission and nullity are still pending at the competent regional court in Berlin. 20. On 9 May 2023, Adler RE announced a tender offer and consent solicitation in respect of its outstanding EUR 300,000,000 2.125% notes due 2024. The consent solicitation shall eliminate certain restrictive covenants and other provisions of the indenture of the bond in their entirety as well as almost all Events of Default (as defined in the indenture). By 7 June 2023, 98.86% of the outstanding notes had been validly tendered. 21. On 24 May 2023, BCP engaged with a German bank in an agreement, according to which it will extend a loan of approximately EUR 95 million by another three years. 22. On 1 June 2023, Adler Group announced the extension of its Senior Management as part of the implementation of the Restructuring Plan. With effect from 19 June 2023, Hubertus Kobe was appointed as Chief Restructuring Officer (CRO) thereby joining the Senior Management of Adler Group. The responsibilities of the newly created CRO position will primarily include overseeing the restructuring of Adler Group in accordance with the approved Restructuring Plan. Also, the employment contract of Chief Executive Officer (CEO) Thierry Beaudemoulin was renewed. 23. On 21 June 2023, the annual General Meeting (AGM)was held. All proposed resolutions were adopted with large majorities up to 100%. Thomas Echelmeyer was appointed to become Director and member of the Board of Directors in addition to his current role as CFO. The annual General Meeting also approved the appointment of both Dr. Heiner Arnoldi and Stefan Brendgen as members of the Board of Directors. Prof. Dr. A. Stefan Kirsten, Thierry Beaudemoulin, Thilo Schmid and Thomas Zinnöcker remained members of the Board of Directors. The Group’s Board of Directors thus consists of seven individuals, five of them independent, with extensive expertise in corporate governance, real estate, finance, restructuring and capital markets. 24. On 21 June 2023, the extraordinary General Meeting (EGM) approved continuing the Company. 25. On 28 June 2023, investigators from the Frankfurt Public Prosecutor’s Office and the Federal Criminal Police Office seized business records at Adler Group premises. The court-ordered investigations took place against the background of business transactions of Adler Real Estate AG in 2019 extending into 2020. The business transactions in question relate to the “Gerresheim” project and the relevant accounting as well as payments under two consulting agreements with one of the defendants. The investigations are expressly not directed against the members of the Board of Directors of the Adler Group. The Adler Group is cooperating with the authorities and fully supports the facts being clarified as quickly as possible. 26. On 29 June 2023, the Board of Directors expressed its full confidence in and support for Senior Management member Sven-Christian Frank. Previously, Sven-Christian Frank had asked to be temporarily released from his duties and responsibilities in connection with the investigations by the public prosecutor’s office in which he is listed as an accused. The Board of Directors did not comply with this request. 27. On 3 July 2023, Adler Real Estate AG agreed with its parent company Adler Group to grant it a loan of up to EUR 75 million and a term until 30 June 2025 with interest at market rates. 28. On 9 August 2023, BCP completed an exchange tender offer for its bonds (Series B), as part of which BCP repaid EUR 97,132 thousand (ILS 390,324,629) par value of bond (Series B) in consideration for EUR 53,180 thousand (ILS 213,702,734) par value of bonds (Series C) and EUR 53,385 thousand (ILS 222,563,103) in cash. 29. On 29 August 2023, Adler Group announced that its affiliate Adler RE will receive an early repayment of an intra-company loan from its subsidiary BCP in a partial amount of EUR 75 million by 31 August 2023. The early repayment is part of an original intra-company loan facility of EUR 200 million from which EUR 150 million had been drawn. Beside the early repayment of EUR 75 million, another EUR 75 million of the drawn credit will be prolonged until 29 December 2024. The remaining undrawn credit line of EUR 50 million will be terminated. 30. On 5 September 2023, Adler Group announced the completion of the sale of the Staytion - Forum Pankow development project in Berlin. Adler Group’s subsidiary Consus sold its shares in the joint venture to its JV partner Kondor Wessels. The transaction contributed to the stated goal of further deleveraging the Group in 2023 and beyond. 31. On 8 September 2023, Adler Group announced the notarisation of the sale of the so-called “Mannheim No.1” development portfolio located in Mannheim. Closing of the transaction took place in October 2023. Consus, a subsidiary of Adler Group, sold its respective assets to FONDSGRUND Investment, an investment and asset management company based in Hamburg. The Mannheim No. 1 building is adjacent to the main railway system and combines predominately commercial units with some residential units. The recently developed project consists of a lettable area of around 19 thousand m². The transaction generated net proceeds of approximately EUR 70 million for Adler Group. The selling price reflects a discount of around 10% to the valuation (GAV) of the portfolio as of 30 June 2023. The transaction contributed to the stated goal of further deleveraging the Group in 2023 and beyond. 32. On 11 September 2023, Adler Group announced the completion of the sale of the so-called “Wasserstadt” rental portfolio located in Berlin. Adler RE, a subsidiary of Adler Group, sold its shares to a real estate investor advised by Quantum. The Wasserstadt portfolio is located in Berlin-Mitte and consists of a lettable area of around 47 thousand m². The portfolio was completed in 2019 after a construction period of around two years. It is mainly for residential use and encompasses around 700 flats including more than 200 co-living spaces. The portfolios “Wasserstadt Tankstelle” and “Wasserstadt Kornversuchsspeicher” did not belong to the sold portfolio and will be marketed separately. The transaction generated net proceeds of approximately EUR 130 million for Adler Group. The selling price was broadly in line with the valuation (GAV) of the portfolio as of 30 June 2023, resulting in a discount of about 0.7%. The transaction contributed to the stated goal of further deleveraging the Group in 2023 and beyond. The sale of Wasserstadt was one of the largest transactions in the European real estate market in 2023, demonstrating Adler Group’s ability to close significant deals in a challenging environment. 33. On 29 September 2023, Adler Group S.A. successfully placed EUR 191,000,000 senior secured notes due 31 July 2025 (the “ New Notes ”). The New Notes will be issued at 100% of their nominal value and accrue an annual PIK-amount of 21%. The New Notes are secured in ranking after the relevant asset level financings and the Company’s financing obtained in connection with the restructuring under the Company’s existing intercreditor agreement (i.e., secured on a “1.5 Lien” basis). The net proceeds from the issuance of the New Notes will be used to repay the Company’s outstanding EUR 165,000,000 senior secured convertible notes due 23 November 2023 (the “Convertible Notes”) and certain promissory notes (Schuldscheine) issued by ADO Lux Finance S.à r.l. and guaranteed by the Company. The Company intended for the New Notes to be quoted on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. The issuance closed on 9 October 2023. 34. On 9 October 2023, Adler Group announced the results of the tender offer launched on 29 August 2023 (the “ Tender Offer ”) to repurchase its outstanding EUR 165,000,000 senior secured Convertible Notes due 23 November 2023. The total tendered (and not validly withdrawn) amount under the Tender Offer is EUR 69,500,000 (representing 42.12% of the nominal amount outstanding). The Company accepted the full tendered amount for a purchase price of EUR 97,000 per EUR 100,000 principal amount plus accrued interest. The Tender Offer was settled on 12 October 2023. The Tender Offer was financed with the net proceeds from the placement of new EUR 191,000,000 senior secured notes due 31 July 2025, which closed on 9 October 2023. 35. On 16 October 2023, Adler Group announced that it had successfully completed its search for an auditor for the financial years 2022 and 2023. The Board of Directors of Adler Group received a declaration of acceptance of a corresponding engagement from AVEGA Revision S.à r.l. (“AVEGA Revision”) and set in motion the convening of a General Meeting (GM) for the appointment of the auditor, which took place on 27 November 2023. A resolution was passed at the General Meeting, that AVEGA Revision will be responsible for the audit of the annual and consolidated financial statements of Adler Group for the financial years 2022 and 2023. Three other auditing firms will be responsible for the audit of the sub-areas relevant to the Group (“component audit”): Rödl & Partner had already been appointed by the court to audit the 2022 annual and consolidated financial statements of Adler RE. Morison Köln AG was commissioned with the sub-area audit of the sub-group Consus Real Estate AG. DOMUS Steuerberatungs-AG Wirtschaftsprüfungsgesellschaft will audit the individual financial statements of the German property companies of Adler Group. 36. On 19 October 2023, Adler Group announced that the competent local court in Berlin entered the resolution on the transfer of the shares of the remaining minority shareholders of Adler RE to Adler Group as the majority shareholder in the commercial register. The corresponding resolution of the annual General Meeting of Adler RE of 28 April 2023 thus became effective. The entry was enabled after the competent Superior Court in Berlin ruled in a release procedure (“Freigabeverfahren”) that the pending avoidance actions do not prevent the entry. The minority shareholders were entitled to an appropriate cash compensation for the transfer of their shares, which was set at EUR 8.76 per share of Adler RE which was resolved upon by the annual General Meeting. The cash compensation was paid out in exchange for the shares being derecognised. On 2 November 2023, Adler RE was delisted from the regulated market (Prime and General Standard). Furthermore, with effect on 4 January 2024, Adler Real Estate AG was transformed into Adler Real Estate GmbH. 37. On 27 December 2023, Adler Group announced that the German Federal Financial Supervisory Authority (“BaFin”) had concluded its examination of the consolidated financial statements and combined management reports of Adler Group’s formerly listed subsidiary, Adler RE, for the financial years 2019, 2020 and 2021. Neither a restatement nor a re-issue of the financial statements was required by BaFin. The BaFin findings have no further material impact on the consolidated financial statements in 2023. In that regard, a restatement according to IAS 8.41 was not to be made. Independent of that, the Adler RE filed appeal against the BaFin findings. 38. On 23 January 2024, Adler Group S.A. confirmed that it will continue its restructuring path as planned. This followed the same day's decision by the Court of Appeal of England and Wales on 23 January 2024 to set aside the Sanction Order made by the High Court of Justice of England and Wales on 12 April 2023. Pursuant to the Sanction Order, the bonds issued by AGPS BondCo plc, a wholly owned subsidiary of Adler Group, were amended as of 17 April 2023. Since then, the amended bond terms have formed the basis of the Adler Group’s ongoing liabilities, and the appellants in April 2023 did not apply for the appeal to have a suspensive effect on the Sanction Order. The implementation of the restructuring in April 2023 was carried out in accordance with German law and therefore the terms and conditions of the bonds remain valid regardless of the decision by the Court of Appeal to set aside the Sanction Order. The Court of Appeal’s decision was made following a hearing lasting several days at the end of October 2023. While Adler Group respects the decision of the Court of Appeal to set aside the Sanction Order, the decision has no impact on the Adler Group or the effective amendments to the bond terms. 39. Pursuant to a decision of the Tel Aviv Stock Exchange Ltd. (“TASE”), the shares of BCP were transferred to the TASE maintenance list on 31 January 2024. 40. On 19 February 2024, Prof. Dr. A. Stefan Kirsten resigned from his office as Chairman of the Board of Directors of Adler Group S.A. with immediate effect for health reasons and left the Board. This was announced by the Company following an extraordinary meeting of the Board of Directors. Stefan Brendgen, member of the Board, assumed the office of Chairman of the Board of Directors. 41. On 28 February 2024, BCP completed the issuance of a new listed series of bonds (Series D) with a total scope of approximately ILS 360 million (equivalent to EUR 91.4 million). The bonds are linked to the CPI and are subject to a fixed interest rate (which is also linked to the CPI) of 5.05%. 42. On 27 March 2024, Adler Group announced the completion of the sale of the Wasserstadt Tankstelle development project in Berlin. The buyer was the Hilpert Group, headquartered in Würzburg. The property was leased to a petrol station until 2022 and is therefore the last undeveloped part of Wasserstadt Berlin. The transaction, which was signed in December 2023, generated net proceeds in the double-digit millions for the Adler Group. The transaction contributed to the declared goals of further reducing the Group’s debt in 2024 and beyond, as well as focusing operationally on the residential rental portfolio. 43. On 25 April 2024, Adler Group announced that it is in advanced negotiations with a steering committee of bondholders (“SteerCo”) to, among other plans, refinance and extend existing financial indebtedness, partially subordinate existing financial indebtedness and issue instruments representing majority voting control in Adler Group to bondholders. These discussions resulted in a non-binding agreement in principle and the parties were aiming for a lock-up agreement (“Lock-up Agreement”) to be signed with the members of the SteerCo and further bondholders of the Group in due course. 44. On 30 April 2024, Adler Group announced the sale of the development project FourLiving VauVau & Mensa located in Leipzig. Following the positive council resolution passed by a clear majority on 24 April 2024, the City of Leipzig notarised its acceptance of the offer and acquired the project located on Prager Strasse with a gross floor area of around 37,900 square metres and an area of around 1.5 hectares. The transaction, which was signed on 26 April 2024, generated net proceeds of around EUR 26 million at a sales price of EUR 27 million. In the challenging market environment, Adler Group sold the project at a discount of around 5% on the gross asset value as at 31 December 2023. The transaction closed in May 2024. 45. On 7 May 2024, S&P downgraded Adler Real Estate’s EUR 300,000,000 3.000% senior unsecured notes due 27 April 2026, Adler Group’s EUR 191,000,000 21.000% senior secured notes due 31 July 2025 and EUR 400,000,000 4.250% senior secured notes due 31 July 2025 to CCC- from CCC+. The issue rating of the Adler Group EUR 937,474,000 12.500% New Money Facilities due 30 June 2025 was also downgraded from B to CCC+. Moreover, the ratings of Adler Group’s second lien senior secured notes with a total volume of EUR 2,800,000,000 due between August 2025 to January 2029 were lowered from CCC- to C. The issuer credit rating of Adler Group was also downgraded from CCC+ to CCC-. 46. On 24 May 2024, Adler Group announced that Mr Matthias Moser is to be proposed as a new Board member at the upcoming annual General Meeting (AGM) on 25 June 2024. This proposed appointment followed the resignation of Prof. Stefan A. Kirsten in February 2024. Dr. Heiner Arnoldi and Thomas Zinnöcker also tendered their resignations with effect as of the upcoming AGM. Matthias Moser is a graduate economist and an expert in real estate and finance with more than 30 years’ experience. He has held a number of appointments as executive, non-executive and advisor roles in various companies, including most recently Domicil Real Estate AG, SüdeWo GmbH and GBW Immobilien AG. Following the AGM’s approval of the appointment on 25 June 2024, the Board of Directors consists of five members. The Board is therefore composed as follows: Stefan Brendgen (Chairman), Thierry Beaudemoulin (CEO), Thomas Echelmeyer (CFO), Matthias Moser, and Thilo Schmid. 47. On 24 May 2024, Adler Group announced that it had entered into a binding Lock-Up Agreement with the SteerCo supporting a comprehensive recapitalisation of the Group. The Lock-Up Agreement was signed by bondholders representing more than 60% of the 2L Senior Secured Notes (“2L Notes”) issued by Adler Group’s subsidiary AGPS BondCo plc. The first component of the agreement is to extend the existing Group debt maturities to December 2028, December 2029, and January 2030. The second component is to strengthen Adler Group’s equity by approximately EUR 2.3 billion, which is expected to be achieved through the conversion of most of the existing 2L Notes into subordinated perpetual notes with terms consistent with equity classification under IFRS, thereby stabilising the Group’s balance sheet. Together with the remaining reinstated 2L Notes of EUR 700 million, the perpetual notes form new notes, totalling approximately EUR 3 billion. Furthermore, Adler Group will be provided with up to EUR 100 million of fresh money through an increase in the existing 1L New Money Facility provided by a special purpose vehicle at the initiative of the bondholders. Additionally, the finance documents will provide for the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024, which would otherwise be applied in mandatory repayment of the existing 1L New Money Facility. As part of the recapitalisation transaction, bondholders are to receive the majority in Adler Group’s voting rights. Following the implementation of the transaction, all outstanding common shares are to represent 25% of Adler Group’s total voting rights. The remaining 75% of total voting rights will be represented by the bondholders. All common shares continue to represent 100% of Adler Group’s dividend distribution rights. 48. Effective on 31 May 2024, Hubertus Kobe, Chief Restructuring Officer (CRO) and member of the Senior Management of Adler Group, decided to leave the Company. The position of the CRO will not be filled again. 49. On 18 June 2024, Adler Group announced that its bondholders cleared the way for the Group’s comprehensive recapitalisation following a consent solicitation that was conducted after the binding agreement with a steering committee of bondholders had been announced on 24 May 2024. In the consent solicitation, more than 90% of the present and voting bondholders of each series approved the amendment of the terms and conditions of the senior secured notes issued by AGPS BondCo plc, a 100% direct subsidiary of Adler Group S.A. (the “Notes”). The 75% (present and voting) bondholder approval needed to implement the proposed amendments was far surpassed in each series of Notes, which underlined the strong and unified support received to effect certain amendments to the Notes (the “Proposed Amendments”). Adler Group stated that it will procure the implementation of the Proposed Amendments, which are subject to the fulfilment of certain conditions set out in the corresponding consent solicitation statement and will inform the bondholders as soon as the implementation conditions have been fulfilled or waived. 50. On 24 June 2024, S&P lowered the long-term issuer credit ratings of Adler Group to ‘SD’ (selective default) from ‘CCC-. Moreover, the ratings of Adler Group’s second lien senior secured notes with a total volume of EUR 2,800,000,000 due between August 2025 to January 2029 were reduced from C to D. S&P has placed the following four notes on CreditWatch: Adler Group EUR 937,474,000 12.500% New Money Facilities due 30 June 2025, Adler Group EUR 191,000,000 21.000% senior secured notes due 31 July 2025, Adler Group EUR 400,000,000 4.250% senior secured notes due 31 July 2025 and Adler Real Estate’s EUR 300,000,000 3.000% senior unsecured notes due 27 April 2026. S&P stated that they will reassess their ratings of Adler Group and Adler RE after the restructuring is implemented and expect an upgrade to a ‘CCC+’ rating. 51. In June 2024, a Berlin-based property company of Adler Group entered into an agreement with a German bank, according to which the latter extended a secured loan of approximately EUR 77 million by more than four years until October 2028. Also in June 2024, a different Berlin-based property company of Adler Group entered into an agreement with another German bank, according to which the latter extended a secured loan of approximately EUR 48 million by more than four years until December 2028. 52. On 9 August 2024, the reconvened extraordinary General Meeting (EGM) of Adler Group approved the proposed amendments to the articles of association of Adler Group, including authorising the Board of Directors to issue voting securities representing 75% of the voting rights. With this approval, the EGM voted in favour of the recently announced comprehensive recapitalisation. Bondholders invested in the 2L Notes shall receive 75% of the voting rights of Adler Group. Such voting rights will not participate in the dividends of Adler Group. 53. In August 2024, a group of Berlin-based property companies of Adler Group entered into an agreement with a German bank, according to which the latter extended a secured loan of approximately EUR 136 million by more than three years until October 2028. 54. On 19 September 2024, Adler Group declared that the comprehensive recapitalisation announced on 24 May 2024 had been completed. The recapitalisation was implemented through the conversion of certain of the existing 2L notes into subordinated perpetual notes which are classified as equity under IFRS, thereby strengthening Adler Group’s book equity by approximately EUR 2.3 billion and stabilising its balance sheet. In connection therewith, certain of the Group’s existing debt maturities were extended to December 2028, December 2029, and January 2030. Furthermore, Adler Group was provided with additional liquidity in the amount of approximately EUR 87 million through an increase in the existing 1L New Money Facility and also the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024. Additional information can be found on the Adler Group website: https://www.adler-group.com/en/investors/publications/news List of the company shareholdings Shareholding and control at 31 December in % Company Country 2022 2021 1 Adest Grundstücks GmbH Germany 99.54 99.54 2 Adoa Grundstücks GmbH Germany 99.54 99.54 3 Adom Grundstücks GmbH Germany 99.54 99.54 4 Adon Grundstücks GmbH Germany 99.54 99.54 5 Ahava Grundstücks GmbH Germany 89.90 99.54 6 Anafa 1 Grundstücks GmbH Germany 99.54 99.54 7 Anafa 2 Grundstücks GmbH Germany 99.54 99.54 8 GAMAZI Grundstücks GmbH Germany 99.54 99.54 9 Anafa Grundstücks GmbH Germany 89.90 99.54 10 Badolina Grundstücks GmbH Germany 89.90 99.54 11 Berale Grundstücks GmbH Germany 99.54 99.54 12 Bamba Grundstücks GmbH Germany 99.54 99.54 13 Zman Grundstücks GmbH Germany 99.54 99.54 14 Adler Immobilien Management GmbH2) Germany 100.00 100.00 15 CCM City Construction Management GmbH Germany 100.00 100.00 16 Drontheimer Straße 4 Grundstücks GmbH Germany 99.54 99.54 17 Eldalote Grundstücks GmbH Germany 99.54 99.54 18 NUNI Grundstücks GmbH Germany 99.54 99.54 19 KREMBO Grundstücks GmbH Germany 99.54 99.54 20 TUSSIK Grundstücks GmbH Germany 99.54 99.54 21 Geut Grundstücks GmbH Germany 99.54 99.54 22 Gozal Grundstücks GmbH Germany 99.54 99.54 23 Gamad Grundstücks GmbH Germany 99.54 99.54 24 Geshem Grundstücks GmbH Germany 99.54 99.54 25 Lavlav 1 Grundstücks GmbH Germany 99.54 99.54 26 Lavlav 2 Grundstücks GmbH Germany 99.54 99.54 27 Lavlav 3 Grundstücks GmbH Germany 99.54 99.54 28 Lavlav Grundstücks GmbH Germany 99.54 99.54 29 Mastik Grundstücks GmbH Germany 99.54 99.54 30 Maya Grundstücks GmbH Germany 89.90 99.54 31 Mezi Grundstücks GmbH Germany 99.54 99.54 32 Muse Grundstücks GmbH Germany 99.54 99.54 33 Papun Grundstücks GmbH Germany 99.54 99.54 34 Nehederet Grundstücks GmbH Germany 99.54 99.54 35 Neshama Grundstücks GmbH Germany 99.54 99.54 36 Osher Grundstücks GmbH Germany 99.64 99.64 37 Pola Grundstücks GmbH Germany 99.54 99.54 38 Adler Properties GmbH2) Germany 100.00 100.00 39 Reshet Grundstücks GmbH Germany 99.54 99.54 40 Sababa 18 Grundstücks GmbH Germany 99.54 99.54 41 Sababa 19 Grundstücks GmbH Germany 99.54 99.54 42 Sababa 20 Grundstücks GmbH Germany 99.54 99.54 43 Sababa 21 Grundstücks GmbH Germany 99.54 99.54 44 Sababa 22 Grundstücks GmbH Germany 99.54 99.54 45 Sababa 23 Grundstücks GmbH Germany 99.54 99.54 46 Sababa 24 Grundstücks GmbH Germany 99.54 99.54 47 Sababa 25 Grundstücks GmbH Germany 99.54 99.54 48 Sababa 26 Grundstücks GmbH Germany 99.54 99.54 49 Sababa 27 Grundstücks GmbH Germany 99.54 99.54 50 Sababa 28 Grundstücks GmbH Germany 99.54 99.54 51 Sababa 29 Grundstücks GmbH Germany 99.54 99.54 52 Sababa 30 Grundstücks GmbH Germany 99.54 99.54 53 Sababa 31 Grundstücks GmbH Germany 99.54 99.54 54 Sababa 32 Grundstücks GmbH Germany 99.54 99.54 55 Stav Grundstücks GmbH Germany 99.54 99.54 56 Tamuril Grundstücks GmbH Germany 99.54 99.54 57 Tara Grundstücks GmbH Germany 99.54 99.54 58 Tehila 1 Grundstücks GmbH Germany 99.54 99.54 59 Tehila 2 Grundstücks GmbH Germany 99.54 99.54 60 Tehila Grundstücks GmbH Germany 99.54 99.54 61 Trusk Grundstücks GmbH Germany 99.54 99.54 62 Wernerwerkdamm 25 Berlin Grundstücks GmbH Germany 89.90 99.54 63 Yarok Grundstücks GmbH Germany 99.54 99.54 64 Yahel Grundstücks GmbH Germany 99.54 99.54 65 Yussifun Grundstücks GmbH Germany 99.54 99.54 66 Bombila Grundstücks GmbH Germany 99.54 99.54 67 ADO SBI Holdings S.A. & Co. KG1) Germany 94.00 94.00 68 Central Facility Management GmbH Germany 100.00 100.00 69 Sheket Grundstücks GmbH Germany 99.90 99.90 70 Seret Grundstücks GmbH Germany 99.90 99.90 71 Melet Grundstücks GmbH Germany 89.90 99.90 72 Yabeshet Grundstücks GmbH Germany 99.90 99.90 73 Yadit Grundstücks GmbH Germany 99.90 99.90 74 Zamir Grundstücks GmbH Germany 99.90 99.90 75 Arafel Grundstücks GmbH Germany 99.90 99.90 76 Sharav Grundstücks GmbH Germany 89.90 99.90 77 Sipur Grundstücks GmbH Germany 99.90 99.90 78 Matok Grundstücks GmbH Germany 100.00 100.00 79 Barbur Grundstücks GmbH Germany 94.80 94.80 80 Parpar Grundstücks GmbH Germany 100.00 100.00 81 Jessica Properties B.V. Netherlands 94.41 94.41 82 Alexandra Properties B.V. Netherlands 94.34 94.34 83 Marbien B.V. Netherlands 94.80 94.80 84 Meghan Properties B.V. Netherlands 94.34 94.34 85 Matok Löwenberger Straße Grundstücks GmbH Germany 99.90 99.90 86 Songbird 1 ApS Denmark 100.00 60.00 87 Songbird 2 ApS Denmark 100.00 60.00 88 Joysun 1 B.V. Netherlands 100.00 60.00 89 Joysun 2 B.V. Netherlands 100.00 60.00 90 Yona Investment GmbH & Co. KG Germany 100.00 60.00 91 Yanshuf Investment GmbH & Co. KG Germany 100.00 60.00 92 Ziporim Investment GmbH Germany 100.00 60.00 93 Joysun Nestorstraße Grundstücks GmbH Germany - 59.90 94 Joysun Florapromenade Grundstücks GmbH Germany 99.90 59.90 95 Joysun Cotheniusstraße Grundstücks GmbH Germany 99.90 59.90 96 Joysun Tauroggener Straße Grundstücks GmbH Germany 99.90 59.90 97 Joysun Kiehlufer Grundstücks GmbH Germany 99.90 59.90 98 Joysun Rubenstraße Grundstücks GmbH Germany - 59.90 99 Yona Stettiner Straße Grundstücks GmbH Germany - 59.90 100 Yona Schulstraße Grundstücks GmbH Germany - 59.90 101 Yona Otawistraße Grundstücks GmbH Germany - 59.90 102 Yona Stromstraße Grundstücks GmbH Germany - 59.90 103 Yona Gutenbergstraße Grundstücks GmbH Germany - 59.90 104 Yona Kameruner Straße Grundstücks GmbH Germany - 59.90 105 Yona Schichauweg Grundstücks GmbH Germany - 59.90 106 Yona Alt-Tempelhof Grundstücks GmbH Germany - 59.90 107 Yona Gruberzeile Grundstücks GmbH Germany - 59.90 108 Yona Schloßstraße Grundstücks GmbH Germany - 59.90 109 Yona Lindauer Allee Grundstücks GmbH Germany - 59.90 110 Yona Nogatstraße Grundstücks GmbH Germany - 59.90 111 Yona Bötzowstraße 55 Grundstücks GmbH Germany - 59.90 112 Yona Herbststraße Grundstücks GmbH Germany - 59.90 113 Yona Danziger Straße Grundstücks GmbH Germany - 59.90 114 Yona Schönstraße Grundstücks GmbH Germany - 59.90 115 Yanshuf Kaiserstraße Grundstücks GmbH Germany - 59.90 116 Yanshuf Binzstraße Grundstücks GmbH Germany - 59.90 117 Yanshuf Antonienstraße Grundstücks GmbH Germany Germany - 59.90 118 Yanshuf Seestraße Grundstücks GmbH Germany - 59.90 119 Yanshuf Hermannstraße Grundstücks GmbH Germany - 59.90 120 Yanshuf Schmidt-Ott-Straße Grundstücks GmbH Germany - 59.90 121 Hanpaka Holding GmbH Germany 100.00 100.00 122 Hanpaka Immobilien GmbH Germany 89.90 89.90 123 Dvash 1 Holding GmbH Germany 100.00 100.00 124 Dvash 2 Holding GmbH Germany 100.00 100.00 125 Dvash 3 B.V. Netherlands 100.00 100.00 126 Rimon Holding GmbH Germany 100.00 100.00 127 Bosem Grundstücks GmbH Germany 100.00 100.00 128 Rimon Grundstücks GmbH Germany 89.90 89.90 129 Dvash 21 Grundstücks GmbH Germany 89.90 89.90 130 Dvash 22 Grundstücks GmbH Germany 89.90 89.90 131 Dvash 23 Grundstücks GmbH Germany 89.90 89.90 132 Dvash 24 Grundstücks GmbH Germany 89.90 89.90 133 Dvash 11 Grundstücks GmbH Germany 89.90 89.90 134 Dvash 12 Grundstücks GmbH Germany 89.90 89.90 135 Dvash 13 Grundstücks GmbH Germany 89.90 89.90 136 Dvash 14 Grundstücks GmbH Germany 89.90 89.90 137 ADO FC Management Unlimited Company Ireland 100.00 100.00 138 5. Ostdeutschland Invest GmbH Germany 89.90 89.90 139 8. Ostdeutschland Invest GmbH Germany 89.90 89.90 140 Horef Holding GmbH Germany 100.00 100.00 141 ADO 9110 Holding GmbH Germany 100.00 100.00 142 Silan Grundstücks GmbH Germany 99.90 99.90 143 ADO Sonnensiedlung S.à r.l. Luxembourg 89.90 89.90 144 Horef Grundstücks GmbH Germany 89.90 89.90 145 Sprengelstraße 39 GmbH Germany 89.90 89.90 146 Scharnweberstraße 112 Verwaltungsgesellschaft mbH Germany 89.90 89.90 147 Kantstraße 62 Grundstücks GmbH Germany 99.90 100.00 148 Adler Treasury GmbH Germany 100.00 100.00 149 ADO 9160 Grundstücks GmbH Germany 89.90 89.90 150 ADO 9200 Grundstücks GmbH Germany 89.90 89.90 151 ADO 9210 Grundstücks GmbH Germany 89.90 89.90 152 ADO 9220 Grundstücks GmbH Germany 89.90 89.90 153 ADO 9230 Grundstücks GmbH Germany 89.90 89.90 154 ADO 9240 Grundstücks GmbH Germany 89.90 89.90 155 ADO 9250 Grundstücks GmbH Germany 89.90 89.90 156 ADO 9260 Grundstücks GmbH Germany 89.90 89.90 157 ADO 9270 Grundstücks GmbH Germany 89.90 89.90 158 ADO 9280 Grundstücks GmbH Germany 89.90 89.90 159 ADO 9290 Grundstücks GmbH Germany 89.90 89.90 160 ADO 9300 Grundstücks GmbH Germany 89.90 89.90 161 ADO 9310 Grundstücks GmbH Germany 89.90 89.90 162 ADO 9320 Grundstücks GmbH Germany 89.90 89.90 163 ADO 9330 Grundstücks GmbH Germany 89.90 89.90 164 ADO 9340 Grundstücks GmbH Germany 89.90 89.90 165 ADO 9350 Grundstücks GmbH Germany 89.90 89.90 166 ADO 9360 Holding GmbH Germany 100.00 100.00 167 ADO 9370 Grundstücks GmbH Germany 89.90 89.90 168 ADO 9380 Grundstücks GmbH Germany 89.90 89.90 169 ADO 9390 Grundstücks GmbH Germany 89.90 89.90 170 ADO 9400 Grundstücks GmbH Germany 89.90 89.90 171 ADO 9410 Grundstücks GmbH Germany 89.90 89.90 172 ADO 9420 Grundstücks GmbH Germany 89.90 89.90 173 ADO 9430 Grundstücks GmbH Germany 89.90 89.90 174 ADO 9440 Grundstücks GmbH Germany 89.90 89.90 175 ADO 9450 Grundstücks GmbH Germany 89.90 89.90 176 ADO 9460 Grundstücks GmbH Germany 89.90 89.90 177 ADO 9470 Grundstücks GmbH Germany 89.90 89.90 178 ADO 9480 Grundstücks GmbH Germany 89.90 89.90 179 ADO 9490 Grundstücks GmbH Germany 89.90 89.90 180 ADO 9500 Grundstücks GmbH Germany 89.90 89.90 181 ADO 9510 Grundstücks GmbH Germany 89.90 89.90 182 ADO 9520 Grundstücks GmbH Germany 89.90 89.90 183 ADO 9530 Grundstücks GmbH Germany 89.90 89.90 184 ADO 9540 Holding GmbH Germany 100.00 100.00 185 ADO Lux Finance S.à r.l. Luxembourg 100.00 100.00 186 ADO 9550 Grundstücks GmbH Germany 89.90 89.90 187 ADO 9560 Grundstücks GmbH Germany 89.90 89.90 188 ADO 9570 Grundstücks GmbH Germany 89.90 89.90 189 ADO 9580 Holding GmbH Germany 100.00 100.00 190 ADO 9590 Angerburgerallee B.V. Netherlands 89.90 89.90 191 ADO 9600 Grundstücks GmbH Germany 89.90 89.90 192 ADO 9610 Grundstücks GmbH Germany 89.90 89.90 193 ADO 9620 Grundstücks GmbH Germany 89.90 89.90 194 ADO 9630 Grundstücks GmbH Germany 89.90 89.90 195 Adler Living GmbH Germany 100.00 100.00 196 ADO 9640 Grundstücks GmbH Germany 89.90 89.90 197 ADO Lux-EEME S.à r.l. Luxembourg 100.00 100.00 198 ADO Malta Limited Malta 100.00 100.00 199 ADLER Real Estate GmbH (former ADLER Real Estate AG) Germany 96.90 96.72 200 Consus Real Estate AG Germany 96.88 96.88 201 Westgrund Holding GmbH Germany 100.00 100.00 202 AGPS BondCo PLC UK 100.00 - 203 ADLER Real Estate Service GmbH2) Germany 100.00 100.00 204 Verwaltungsgesellschaft ADLER Real Estate mbH Germany 100.00 100.00 205 Achte ADLER Real Estate GmbH & Co. KG Germany 100.00 100.00 206 Münchener Baugesellschaft mbH Germany 100.00 100.00 207 ADLER Wohnen Service GmbH2) Germany 100.00 100.00 208 MBG Großbeeren GmbH & Co. KG1) Germany 100.00 100.00 209 MBG Trachau GmbH & Co. KG Germany 99.90 99.90 210 MBG Erste Vermögensverwaltungs GmbH Germany 100.00 100.00 211 Magnus zweite Immobilienbesitz und Verwaltungs GmbH Germany 100.00 100.00 212 Energy AcquiCo I GmbH Germany - 100.00 213 Magnus Dritte Immobilienbesitz und Verwaltungs GmbH Germany 100.00 100.00 214 Magnus Fünfte Immobilienbesitz und Verwaltungs GmbH Germany - 100.00 215 WER 1. Wohnungsgesellschaft Erfurt Rieth mbH Germany - 89.90 216 WER 2. Wohnungsgesellschaft Erfurt Rieth mbH Germany - 89.90 217 ESTAVIS 6. Wohnen GmbH Germany 94.80 94.80 218 ESTAVIS 7. Wohnen GmbH Germany 94.80 94.80 219 ESTAVIS 8. Wohnen S.à r.l. (prev. GmbH) Luxembourg 100.00 94.80 220 ESTAVIS 9. Wohnen S.à r.l. (prev. GmbH) Germany 100.00 94.80 221 RELDA 36. Wohnen GmbH Germany 94.80 94.80 222 RELDA 39. Wohnen GmbH Germany - 94.80 223 RELDA Bernau Wohnen Verwaltungs S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 224 MBG Sachsen S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 225 Magnus-Relda Holding Vier GmbH Germany 97.99 97.99 226 Cato Immobilienbesitz und -verwaltungs S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 227 Magnus Immobilienbesitz und Verwaltungs GmbH Germany 100.00 100.00 228 WBR Wohnungsbau Rheinhausen GmbH2) Germany 87.35 87.35 229 S.I.G. RE GmbH Germany 100.00 100.00 230 Resident Sachsen P&K S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 231 Resident West GmbH Germany 89.90 89.90 232 MBG Schwelm GmbH Germany 89.90 89.90 233 Alana Properties GmbH Germany 89.90 89.90 234 Aramis Properties Luna S.à r.l. (prev. Aramis Properties GmbH) Luxembourg 100.00 89.90 235 REO-Real Estate Opportunities S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 236 ROSLYN Properties Luna S.à r.l. (prev. ROSLYN Properties GmbH) Luxembourg 100.00 89.90 237 Rostock Verwaltungs S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 238 SEPAT PROPERTIES GmbH Germany 89.90 89.90 239 Wallace Properties Luna S.à r.l. (prev. Wallace Properties GmbH) Luxembourg 100.00 89.90 240 ADLER ImmoProjekt Erste GmbH Germany 89.90 89.90 241 ADLER Energie Service GmbH2) Germany 100.00 100.00 242 Magnus Neunte Immobilienbesitz und Verwaltungs GmbH Germany 89.90 89.90 243 ADLER Immo Invest GmbH Germany 100.00 100.00 244 ADLER Gebäude Service GmbH2) Germany 100.00 100.00 245 Westgrund Immobilien II. GmbH Germany 89.90 89.90 246 Westconcept GmbH Germany 100.00 100.00 247 IMMOLETO Gesellschaft mit beschränkter Haftung Germany 100.00 100.00 248 ICR Idee Concept und Realisation von Immobilienvorhaben GmbH Germany 89.90 89.90 249 Westgrund Immobilien Beteiligung GmbH Germany 100.00 100.00 250 Westgrund Immobilien Beteiligung II. GmbH Germany 100.00 100.00 251 Westgrund Immobilien Beteiligung III. GmbH Germany 89.90 89.90 252 WESTGRUND Immobilien IV. GmbH Germany 89.90 89.90 253 WESTGRUND Immobilien V. S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 254 WESTGRUND Immobilien VI. S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 255 WAB Hausverwaltungsgesellschaft mbH Germany 100.00 100.00 256 Westgrund Brandenburg S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 257 WESTGRUND Immobilien VII. S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 258 Westgrund I. Halle GmbH Germany - 94.90 259 Westgrund Halle Immobilienverwaltung GmbH Germany 100.00 100.00 260 Westgrund Immobilien II. Halle GmbH & Co. KG Germany 99.90 99.90 261 RESSAP - Real Estate Service Solution Applications -GmbH Germany 100.00 100.00 262 Xammit GmbH Germany 100.00 100.00 263 Magnus Zehnte Immobilienbesitz und Verwaltungs GmbH Germany 100.00 100.00 264 Magnus Elfte Immobilienbesitz und Verwaltungs GmbH Germany 100.00 100.00 265 Zweite CM Real Estate GmbH Germany 89.90 89.90 266 Dritte CM Real Estate GmbH Germany 89.90 89.90 267 Vierte CM Real Estate GmbH Germany 89.90 89.90 268 TGA Immobilien Erwerb 3 S.à r.l. (prev. GmbH) Luxembourg 100.00 89.90 269 ADP Germany GmbH Germany 89.90 89.90 270 AFP III Germany GmbH Germany 89.90 89.90 271 RIV Harbour West MI 1 GmbH Germany 89.90 89.90 272 RIV Harbour East WA 1 GmbH Germany 89.90 89.90 273 RIV Total MI 2 GmbH Germany 89.90 89.90 274 RIV Central WA 2 GmbH Germany 89.90 89.90 275 RIV Square West MI 3 GmbH Germany 89.90 89.90 276 RIV Square East WA 3 GmbH Germany 89.90 89.90 277 RIV Channel MI 4 GmbH Germany 89.90 89.90 278 RIV Kornspeicher GmbH Germany 89.90 89.90 279 Magnus Zwölfte Immobilienbesitz und Verwaltungs GmbH Germany 100.00 100.00 280 Magnus Dreizehnte Immobilienbesitz und Verwaltungs GmbH Germany 89.90 89.90 281 TGA Immobilien Erwerb 10 GmbH Germany 89.90 89.90 282 Brack Capital Properties N.V. (BCP) Netherlands 62.78 62.78 283 Magnus Fünfzehnte Immobilienbesitz und Verwaltungs GmbH Germany 89.90 89.90 284 Magnus Sechszehnte Immobilienbesitz und Verwaltungs GmbH Germany 89.90 89.90 285 Brack German Properties B.V. Netherlands 100.00 100.00 286 Brack Capital (Düsseldorf-Rossstrasse) B.V. Netherlands 99.90 99.90 287 Brack Capital (Düsseldorf-Schanzenstraße) B.V. Netherlands 100.00 100.00 288 Brack Capital (Bad Kreuznach) B.V. Netherlands 99.90 99.90 289 Brack Capital (Gelsenkirchen) B.V. Netherlands 100.00 100.00 290 Brack Capital (Neubrandenburg) B.V. Netherlands 99.90 99.90 291 Brack Capital (Ludwigsfelde) B.V. Netherlands 99.90 99.90 292 Brack Capital (Remscheid) B.V. Netherlands 99.90 99.90 293 Brack Capital Theta B.V. Netherlands 100.00 100.00 294 Graniak Leipzig Real Estate GmbH & Co KG Germany 99.90 99.90 295 BCRE Leipzig Residenz am Zoo GmbH Germany 94.90 94.90 296 Brack Capital Epsilon B.V. Netherlands 100.00 100.00 297 Brack Capital Delta B.V. Netherlands 100.00 52.29 298 Brack Capital Alfa B.V. Netherlands 100.00 52.29 299 Brack Capital (Hamburg) B.V. Netherlands 100.00 100.00 300 BCP Leipzig B.V. Netherlands 100.00 100.00 301 BCRE Leipzig Wohnen Nord B.V. Netherlands - 99.90 302 BCRE Leipzig Wohnen Ost B.V. Netherlands - 99.90 303 BCRE Leipzig Wohnen West B.V. Netherlands - 99.90 304 Brack Capital Germany (Netherlands) XVIII B.V. Netherlands 100.00 100.00 305 Brack Capital Germany (Netherlands) XXII B. V. Netherlands 100.00 100.00 306 BCRE Essen Wohnen B.V. Netherlands 99.90 99.90 307 BCRE Duisburg Wohnen B.V. Netherlands 99.90 99.90 308 BCRE Dortmund Wohnen B.V. Netherlands 99.90 99.90 309 Brack Capital Germany (Netherlands) XVII B.V. Netherlands 100.00 100.00 310 Brack Capital Germany (Netherlands) Hedging B.V. Netherlands 100.00 100.00 311 Brack Capital Germany (Netherlands) XLV B.V. Netherlands 100.00 100.00 312 S.I.B. Capital Future Markets Ltd. Israel 100.00 100.00 313 Brack Capital Labda B.V. Netherlands 100.00 100.00 314 LBHQ Investments B.V. Netherlands 100.00 100.00 315 RealProb (Rodelheim) C.V. Netherlands 100.00 100.00 316 RealProb Investment Germany (Netherlands) III B.V. Netherlands 100.00 100.00 317 Brack Capital Germany (Netherlands) XLVII B.V. Netherlands 99.90 99.90 318 Brack Capital Germany (Netherlands) L B.V. Netherlands 100.00 100.00 319 Brack Capital Germany (Netherlands) LI B.V. Netherlands 99.90 99.90 320 Brack Capital Germany (Netherlands) LIII B.V. Netherlands 99.90 99.90 321 Brack Capital Germany (Netherlands) LIV B.V. Netherlands 100.00 100.00 322 Brack Capital Germany (Netherlands) XLVIII B.V. Netherlands 100.00 100.00 323 Brack Capital Beta B.V. Netherlands 89.90 89.90 324 Grafental Mitte B.V. Netherlands 99.90 99.90 325 Brack Capital Germany (Netherlands) XXVI B.V. Netherlands 99.90 99.90 326 Grafental GmbH & Co. KG Germany 100.00 100.00 327 Brack Capital Germany (Netherlands) XLIX B.V. Netherlands 99.90 99.90 328 Brack Capital Germany (Netherlands) XLVI B.V. Netherlands 100.00 100.00 329 Brack Capital (Witten) GmbH & Co. Immobilien KG Germany 100.00 100.00 330 Brack Capital Witten GmbH (GP) Germany 100.00 100.00 331 Brack Capital Germany (Netherlands) XII B.V. Netherlands 100.00 100.00 332 Brack Capital Germany (Netherlands) XIX B.V. Netherlands 99.90 99.90 333 Brack Capital Germany (Netherlands) XXI B.V. Netherlands 99.90 99.90 334 Brack Capital Germany (Netherlands) XLI B.V. Netherlands 99.90 99.90 335 Brack Capital Germany (Netherlands) XXIII B.V. Netherlands 100.00 100.00 336 Brack Capital Germany (Netherlands) XLII B.V. Netherlands 99.90 99.90 337 Brack Capital Germany (Netherlands) XLIII B.V. Netherlands 100.00 100.00 338 Brack Capital Germany (Netherlands) XLIV B.V. Netherlands 99.90 99.90 339 Brack Capital Germany (Netherlands) XXX B.V. Netherlands 99.90 99.90 340 Brack Capital (Darmstadt Goebelstrasse) GmbH Germany 100.00 100.00 341 Brack Capital Germany (Netherlands) XXXI B.V. Netherlands 99.90 99.90 342 Brack Capital Germany (Netherlands) XXXV B.V. Netherlands 99.90 99.90 343 Brack Capital Germany (Netherlands) XXXVI B.V. Netherlands 99.90 99.90 344 Brack Capital Germany (Netherlands) XXXVII B.V. Netherlands 99.90 99.90 345 Brack Capital Germany (Netherlands) XXXVIII B.V. Netherlands 99.90 99.90 346 Brack Capital Germany (Netherlands) XXXIX B.V. Netherlands 99.90 99.90 347 Brack Capital Germany (Netherlands) XXV B.V. Netherlands 100.00 100.00 348 Brack Capital Wuppertal (Netherlands) B.V. Netherlands 100.00 100.00 349 Brack Capital (Wuppertal) GmbH Germany 100.00 100.00 350 Invest Partner GmbH Germany 93.90 93.90 351 Brack Capital Gelsenkirchen GmbH & Co. Immobilien KG Germany 99.23 99.23 352 Brack Capital (Oberhausen) GmbH Germany 100.00 100.00 353 Grafental Verwaltungs GmbH (phG) Germany 100.00 100.00 354 Brack Capital Kaufland Sarl Luxembourg 100.00 89.89 355 TPL Augsburg Sàrl Luxembourg 91.90 91.90 356 TPL Bad Aibling Sàrl Luxembourg 91.90 91.90 357 TPL Biberach Sàrl Luxembourg 91.90 91.90 358 TPL Borken Sàrl Luxembourg 91.90 91.90 359 TPL Geislingen Sàrl Luxembourg 91.90 91.90 360 TPL Neckarsulm Sàrl Luxembourg 91.90 91.90 361 TPL Vilshofen Sàrl Luxembourg 91.90 91.90 362 TPL Ludwigsburg Sàrl Luxembourg 91.90 91.90 363 Brack Capital Eta B.V. Netherlands 100.00 100.00 364 Brack Capital Germany (Netherlands) XL B.V. Netherlands 100.00 100.00 365 Parkblick GmbH & Co. KG Germany 99.90 99.90 366 Grafental am Wald GmbH (PhG) Germany 100.00 100.00 367 Brack Capital Germany (Netherlands) LII B.V. "Holdco BV" Netherlands 100.00 100.00 368 Brack Capital Patros GmbH "Holdco GmbH" Germany 100.00 100.00 369 Brack Capital Magdeburg I GmbH Germany 94.80 94.80 370 Brack Capital Magdeburg II GmbH Germany 94.80 94.80 371 Brack Capital Magdeburg III GmbH Germany 94.80 94.80 372 Brack Capital Magdeburg IV GmbH Germany 94.80 94.80 373 Brack Capital Magdeburg V GmbH Germany 94.80 94.80 374 Brack Capital Magdeburg VI GmbH Germany 94.80 94.80 375 Brack Capital Halle I GmbH Germany 94.80 94.80 376 Brack Capital Halle II GmbH Germany 94.80 94.80 377 Brack Capital Halle III GmbH Germany 94.80 94.80 378 Brack Capital Halle IV GmbH Germany 94.80 94.80 379 Brack Capital Halle V GmbH Germany 94.80 94.80 380 Brack Capital Leipzig I GmbH Germany 94.80 94.80 381 Brack Capital Leipzig II GmbH Germany 94.80 94.80 382 Brack Capital Leipzig III GmbH Germany 94.80 94.80 383 Brack Capital Leipzig IV GmbH Germany 94.80 94.80 384 Brack Capital Leipzig V GmbH Germany 94.80 94.80 385 Brack Capital Leipzig VI GmbH Germany 94.80 94.80 386 Brack Capital Germany (Netherlands) LV B.V. Netherlands 100.00 100.00 387 RT Facility Management GmbH & Co. KG Germany 100.00 100.00 388 RT Facility Management (Germany) GmbH (GP) Germany 100.00 100.00 389 BCRE Kassel I B.V. Netherlands 100.00 100.00 390 Brack Objekt Kassel Hafenstrasse GmbH Germany 94.90 94.90 391 Brack Capital (Kassel) GmbH & Co. Immobilien KG Germany 100.00 100.00 392 RealProb Investment (Duisburg) B.V. Netherlands 100.00 100.00 393 Magnus Siebzehnte Immobilienbesitz- und Verwaltungs GmbH Germany 99.90 99.90 394 Wasserstadt Co-Living GmbH Germany 100.00 100.00 395 Magnus Neunzehnte Immobilienbesitz- und Verwaltungs GmbH Germany - 100.00 396 Magnus Zwanzigste Immobilienbesitz- und Verwaltungs GmbH Germany - 100.00 397 WER 1. Wohnungsgesellschaft Erfurt Rieth S.à r.l Luxembourg 100.00 - 398 WER 2. Wohnungsgesellschaft Erfurt Rieth S.à r.l Luxembourg 100.00 - 399 Spree Zweite Beteiligungs Ost GmbH Germany - 89.90 400 Spree Röbellweg 2-10 Verwaltungs GmbH Germany 89.90 89.90 401 Westgrund I. Halle S.à r.l. Luxembourg 100.00 - 402 RELDA 39. Wohnen S.à r.l. Luxembourg 100.00 - 403 Spree Zweite Beteiligungs Ost S.à r.l. Luxembourg 100.00 - 404 ADO GROUP LTD. Israel 100.00 100.00 405 BCP Invest Rostock B.V. Netherlands 89.90 89.90 406 BCP Invest Celle B.V. Netherlands 89.90 89.90 407 BCP Invest Castrop B.V. Netherlands 89.90 89.90 408 Eurohaus Frankfurt AG Germany 89.99 89.99 409 Glasmacherviertel Verwaltungs GmbH (phG) Germany 100.00 100.00 410 Brack Capital (Duisburg 2) GmbH & Co. Immobilien KG Germany 99.33 99.33 411 Glasmacherviertel GmbH & Co. KG Germany 100.00 100.00 412 Consus Holding GmbH Germany 100.00 100.00 413 CCP Objektholding GmbH Germany 100.00 100.00 414 Consus CCP 13 GmbH Germany 100.00 100.00 415 Consus CCP 6 GmbH Germany 100.00 100.00 416 DIPLAN GmbH Germany 74.90 74.90 417 CONSUS Swiss Finance AG Switzerland 93.40 93.40 418 CONSUS Swiss Services AG Switzerland 93.40 93.40 419 CSW GmbH & Co. KG Germany 93.40 93.40 420 CSW Verwaltungs GmbH Germany 93.40 93.40 421 Consus Projektmanagement Verwaltungs GmbH Germany 93.40 93.40 422 Knecht Ludwigsburg GmbH Germany 93.40 93.40 423 SSN Facility Services GmbH Germany 93.40 93.40 424 CSW Beteiligungs GmbH Germany 93.40 93.40 425 SSN Gebäudetechnik GmbH Germany 79.39 79.39 426 Consus Projektmanagement GmbH & Co. KG Germany 93.40 93.40 427 CONSUS Swiss Projektholding AG Switzerland 93.40 93.40 428 SSN Alboingärten Berlin GmbH Germany 93.40 93.40 429 Franklinstrasse 26a Verwaltungs GmbH Germany 87.80 87.80 430 Consus Wilhelmstraße Berlin GmbH Germany 93.40 93.40 431 Wilhelmstrasse 56-59 Immobilienentwicklungs GmbH Germany 93.40 93.40 432 Consus Franklinstraße Berlin GmbH Germany 93.40 93.40 433 Consus Projekt Holding Deutschland GmbH Germany 93.40 93.40 434 CONSUS (Schweiz) AG Switzerland 93.40 93.40 435 Consus Deutschland GmbH Germany 87.61 87.61 436 Consus Development Verwaltungs GmbH Germany 87.61 87.61 437 Consus Development GmbH & Co. KG Germany 87.61 87.61 438 Parken & Immobilien Invest GmbH Hamburg Germany 87.61 87.61 439 Parken & Immobilien Betriebs GmbH Hamburg Germany 87.61 87.61 440 Consus Investment Bundesallee Berlin GmbH Germany 87.61 87.61 441 SSN Real GmbH Germany 93.40 93.40 442 Consus Projekt Development GmbH Germany 86.53 86.53 443 Wilhelmstrasse I GmbH Germany 85.90 85.90 444 SG IBM-Campus 4 UG Germany 86.53 86.53 445 SG IBM-Campus 5 UG Germany 86.53 86.53 446 SG IBM-Campus 6 UG Germany 86.53 86.53 447 SG IBM-Campus 7 UG Germany 86.53 86.53 448 SG IBM-Campus 8 UG Germany 86.53 86.53 449 SG IBM-Campus 9 UG Germany 86.53 86.53 450 SG IBM-Campus 10 UG Germany 86.53 86.53 451 SG IBM-Campus 11 UG Germany 86.53 86.53 452 SG IBM-Campus 12 UG Germany 86.53 86.53 453 SG IBM-Campus 13 UG Germany 86.53 86.53 454 SG IBM-Campus 14 UG Germany 86.53 86.53 455 SG IBM-Campus 15 UG Germany 86.53 86.53 456 SG IBM-Campus 16 UG Germany 86.53 86.53 457 SG IBM-Campus 17 UG Germany 86.53 86.53 458 Consus Einkaufs-GbR Garden Campus Vaihingen Germany 86.53 86.53 459 Consus Stuttgart Wohnen an der Villa Berg UG haftungsbeschränkt Germany 86.53 86.53 460 Consus Stuttgart Park an der Villa Berg UG haftungsbeschränkt Germany 81.34 81.34 461 Consus Stuttgart Villa Berg Parkhaus UG haftungsbeschränkt Germany 81.34 81.34 462 Consus Stuttgart Villa Berg historisch UG haftungsbeschränkt Germany 81.34 81.34 463 Consus Frankfurt Mainzer Landstraße Investitions UG haftungsbeschränkt Germany 86.53 86.53 464 SG Frankfurt Mainzer Landstrasse GmbH Germany 81.34 81.34 465 Consus München Schwabing Investitionsgesellschaft UG haftungsbeschränkt Germany 86.53 86.53 466 Consus München Schwabing Verwaltungs GmbH Germany 86.53 86.53 467 Consus Mannheim Glücksteinquartier Investitions UG haftungsbeschränkt Germany 86.53 86.53 468 Consus Mannheim Glücksteinquartier Verwaltungs GmbH Germany 86.53 86.53 469 Consus Mannheim Glücksteinquartier GmbH & Co. KG Germany 81.34 81.34 470 SG Hamburg Holsten Quartiere 1 UG Germany - 86.53 471 SG Hamburg Holsten Quartiere 2 UG Germany - 86.53 472 SG Hamburg Holsten Quartiere 3 UG Germany - 86.53 473 SG Hamburg Holsten Quartiere 4 UG Germany - 86.53 474 SG Hamburg Holsten Quartiere 5 UG Germany - 86.53 475 SG Hamburg Holsten Quartiere 6 UG Germany - 86.53 476 SG Hamburg Holsten Quartiere 7 UG Germany - 86.53 477 SG Hamburg Holsten Quartiere 8 UG Germany - 86.53 478 SG Hamburg Holsten Quartiere 9 UG Germany - 86.53 479 SG Hamburg Holsten Quartiere 10 UG Germany - 86.53 480 SG Hamburg Holsten Quartiere 11 UG Germany - 86.53 481 SG Hamburg Holsten Quartiere 12 UG Germany - 86.53 482 SG Hamburg Holsten Quartiere 13 UG Germany - 86.53 483 SG Hamburg Holsten Quartiere 14 UG Germany 98.68 86.53 484 SG Hamburg Holsten Quartiere 15 UG Germany - 86.53 485 SG Hamburg Holsten Quartiere 16 UG Germany - 86.53 486 SG Hamburg Holsten Quartiere 17 UG Germany - 86.53 487 SG Hamburg Holsten Quartiere 18 UG Germany - 86.53 488 SG Hamburg Holsten Quartiere 19 UG Germany - 86.53 489 SG Hamburg Holsten Quartiere 20 UG Germany 100.00 86.53 490 Consus Einkaufs-GbR Holsten-Quartiere Hamburg Germany 100.00 86.53 491 SG Neues Korallusviertel 1 UG Germany - 86.53 492 SG Neues Korallusviertel 2 UG Germany - 86.53 493 SG Neues Korallusviertel 3 UG Germany - 86.53 494 SG Neues Korallusviertel 4 UG Germany - 86.53 495 SG Neues Korallusviertel 5 UG Germany - 86.53 496 SG Neues Korallusviertel 6 UG Germany - 86.53 497 SG Neues Korallusviertel 7 UG Germany - 86.53 498 SG Neues Korallusviertel 8 UG Germany - 86.53 499 Consus Einkaufs-GbR Korallusviertel Hamburg Germany 86.53 86.53 500 SG IBM-Campus 1 UG Germany 86.53 86.53 501 SG IBM-Campus 2 UG Germany 86.53 86.53 502 SG IBM-Campus 3 UG Germany 86.53 86.53 503 Consus Stuttgart Vaihingen IBM Campus Holding GmbH Germany 86.53 86.53 504 Consus RE GmbH Germany 100.00 100.00 505 Artists Living Berlin - ST GmbH & Co. KG Germany 93.90 93.90 506 Steglitzer Kreisel Sockel GbR Germany 100.00 100.00 507 Steglitzer Kreisel Turm GbR Germany 100.00 100.00 508 Steglitzer Kreisel Parkhaus GbR Germany 100.00 100.00 509 Artists Commercial Berlin - ST GmbH & Co. KG Germany 93.90 93.90 510 Artists Parking Berlin - ST GmbH & Co. KG Germany 93.90 93.90 511 Artists Living Leipzig GmbH & Co. KG Germany 99.90 99.90 512 Ostplatz Leipzig Work & Life GmbH & Co. KG Germany 93.90 93.90 513 Ostplatz Leipzig Mensa GmbH Germany 88.26 88.26 514 Artists Living Dresden PP GmbH & Co. KG Germany 83.80 100.00 515 Artists Living Frankfurt SSc GmbH & Co. KG Germany 99.90 99.90 516 Artists Living Frankfurt Dev GmbH & Co. KG Germany 93.90 93.90 517 Artists Living Frankfurt Com GmbH & Co. KG Germany 94.00 94.00 518 UpperNord Tower GmbH & Co. KG Germany 93.90 94.00 519 UpperNord Hotel GmbH & Co. KG Germany 100.00 100.00 520 UpperNord Quarter GmbH Germany 94.00 94.00 521 Artists Living Köln StG GmbH & Co. KG Germany 99.90 99.90 522 Holz ART CG-Innovationen GmbH Germany 100.00 100.00 523 BCC BauCompetenzCenter GmbH Germany 100.00 100.00 524 Consus ST(R)AHLKRAFT GmbH Germany 100.00 100.00 525 Consus Estate & Hostel GmbH & Co. KG Germany 100.00 100.00 526 Böblinger CityQuartier GmbH Germany 94.90 94.90 527 Innenstadt Residenz Dresden GmbH & Co. KG Germany 93.90 93.90 528 Residenz Dresden an der Elbe GmbH & Co. KG Germany 100.00 100.00 529 Frankfurt Ostend Immobilienentwicklungs GmbH Germany - 94.00 530 LEA Grundstücksverwaltungs GmbH Germany 93.90 93.90 531 Cologneo I GmbH & Co. KG Germany 99.90 99.90 532 Cologneo III GmbH Germany 94.80 100.00 533 Consus Deutsche Wohnen GmbH Germany 93.90 93.90 534 Consus Bauprojekte GmbH Germany 100.00 100.00 535 Günther Fischer Gesellschaft für Projektentwicklung mbH Germany 80.00 80.00 536 Consus Immobilien GmbH Germany 100.00 100.00 537 RVG Real Estate Vertriebs GmbH Germany 51.00 51.00 538 City-Hausverwaltung GmbH Germany 100.00 100.00 539 Consus IT-Service GmbH Germany 90.00 90.00 540 APARTes Gestalten GmbH Germany 100.00 100.00 541 CREATIVes Bauen GmbH Germany 100.00 100.00 542 Consus Denkmalimmobilien GmbH Germany 93.90 93.90 543 Consus Graphisches Viertel GmbH & Co. KG Germany 94.00 94.00 544 Living Central Beteiligungs-GmbH Germany 94.00 94.00 545 Living Central 1 GmbH Germany 94.00 94.00 546 Living Central 2 GmbH Germany 94.00 94.00 547 Living Central 3 GmbH Germany 94.00 94.00 548 Living Central 4 GmbH Germany 94.00 94.00 549 Living Central 5 GmbH Germany 94.00 94.00 550 Living Central 6 GmbH Germany 94.00 94.00 551 Living Central 7 GmbH Germany 94.00 94.00 552 Living Central 8 GmbH Germany 94.00 94.00 553 Living Central 9 GmbH Germany 94.00 94.00 554 Living Central 11 GmbH Germany 94.00 94.00 555 Consus Erste Delitzscher Straße GmbH & Co. KG Germany 100.00 100.00 556 Consus Zweite Delitzscher Straße GmbH & Co. KG Germany 100.00 100.00 557 Benrather Gärten Wohnentwicklung GmbH & Co. KG Germany 94.90 94.90 558 Consus Sechste Delitzscher Straße GmbH & Co. KG Germany 100.00 100.00 559 SLT 107 Schwabenland Tower GmbH Germany 94.90 94.90 560 Benrather Gärten Gewerbeentwicklung GmbH & Co. KG Germany 94.90 94.90 561 Benrather Gärten Projektentwicklung GmbH Germany 94.90 94.90 562 Consus Siebte SHELF GmbH & Co. KG Germany 94.90 94.90 563 Consus Achte SHELF GmbH & Co. KG Germany 100.00 100.00 564 Consus Neunte SHELF GmbH & Co. KG Germany 100.00 100.00 565 Consus Zehnte SHELF GmbH & Co. KG Germany 100.00 100.00 566 Consus Elfte SHELF GmbH & Co. KG Germany 100.00 100.00 567 Consus Zwölfte SHELF GmbH & Co. KG Germany 100.00 100.00 568 Consus Dreizehnte SHELF GmbH & Co. KG Germany 100.00 100.00 569 Consus Construction GmbH Germany 90.00 90.00 570 Consus TEC Service GmbH Germany 100.00 100.00 571 Neuländer Quaree II Verwaltungs GmbH Germany 100.00 100.00 572 Consus Works GmbH Germany 100.00 100.00 573 RAFFA Verwaltungs GmbH Germany 100.00 100.00 574 Artists Living Verwaltungs GmbH Germany 100.00 100.00 575 Consus Netz-Werk GmbH Germany 74.90 74.90 576 AR Development GmbH Germany 100.00 100.00 577 Brack Capital Germany (Netherlands) III B.V. Netherlands 100.00 100.00 1) The Company intends to utilise the exemption option under § 264 b HGB with regard to disclosure requirements 2) The Company intends to utilise the exemption option under § 264 Art. 3 HGB with regard to disclosure requirements To the Shareholders of Adler Group S.A. | 55 Allée Scheffer | 2520 Luxembourg | Grand Duchy of Luxembourg Report of the Réviseur d’Entreprises agréé Report on the Audit of the Annual accounts Opinion We have audited the annual accounts of Adler Group S.A. (the “Company”), which comprise the balance sheet as at 31 December 2022 and the profit and loss account for the year then ended, and notes to the annual accounts, including a summary of significant accounting policies. In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the Company as at 31 December 2022 and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts. Basis for our opinion We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of “réviseur d’entreprises agréé” for the Audit of the Annual accounts” section of our report. We are also independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the annual accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. I. Opening balances – disclaimer of opinion from predecessor auditor a) Why the matter was considered to be one of most significance in our audit of the annual accounts: The annual accounts of Adler Group S.A. as at 31 December 2021 and for the year then ended were audited by another auditor who issued a disclaimer of opinion on those annual accounts. Material misstatements may have existed in those annual accounts that may have potential significant effects on the annual accounts of Adler Group S.A. as at 31 December 2022 and for the year then ended. b) How our audit addressed the key audit matter: Our procedures over the opening balances included, but were not limited to: Inspection of the predecessor auditor’s working papers to obtain evidence regarding the opening balances as at 1 January 2022; Assess and evaluate the forensic report prepared by a member firm of the predecessor auditor of its comprehensive review of the allegations of a third party (the “allegations”) concerning Adler Group S.A.; Assess and evaluate the work performed by external law firms concerning the allegations; Inquire the Company’s management and its legal department/legal advisor concerning the allegations; Based on our assessment of the above, perform additional valuation and existence procedures on a selection of financial positions as at 1 January 2022; Evaluate audit procedures performed in the current period with reference to the opening balances, including searching for undisclosed related party/deemed related party transactions; Obtain and evaluate confirmations from Company’s main external legal advisors. II. Value adjustments in respect of financial assets a) Why the matter was considered to be one of most significance in our audit of the annual accounts: Reference is made to the disclosures contained in Note 2.2.3 and in Note 4 of the annual accounts of Adler Group S.A. as at 31 December 2022 and for the year then ended. Financial assets represent 93,3% of the Company’s total assets and are subject to recoverability assessment at each reporting date. The conclusion on whether there is a durable diminution in value in the respect of financial assets is a significant judgement. For purpose of identifying a durable diminution of financial assets, the Company’s management considers the net assets of each affiliated undertaking as at the balance sheet date, values from properties held by these undertakings and any listed share price for investments held as fixed assets, if applicable. The respective properties held by the affiliated undertakings are valued at their fair values based on independent external valuers (the “Valuers”). The valuation process involves significant judgement in determining the appropriate valuation methodology to be used, and in estimating the underlying assumptions to be applied. In determining the property’s valuation, the Valuers take into account property specific characteristics and information, including the rental income. The Valuers apply assumptions for estimated market rent, capitalisation interest rate and discount rate, which are influenced by prevailing market conditions and comparable market transactions, to arrive at the final valuation. b) How our audit addressed the key audit matter: Our procedures over the value adjustments in respect of financial assets included, but were not limited to: Comparison of the carrying amount of financial assets for each of the underlying affiliated undertaking with its net assets as per management accounts, considering also the fair value of properties of these underlying affiliated undertakings or to relevant listed share price for investments held as fixed assets, if applicable. Regarding the valuation of investment properties performing amongst others the following procedures: Evaluate the qualifications and competence of the Valuers and read the terms of engagement of the Valuers with the Company and/or its subsidiaries to determine whether there were any matters that might have affected their objectivity or limited the scope of their work; Evaluate the valuation methodologies used and testing the integrity of inputs of the projected cash flows used in the valuation to support leases and other documents on a selection; Evaluate the material input parameters (i.a. capitalisation and discount rates) used in the valuation by comparing them with historical rates and available industry data, taking into consideration comparability and market factors. Where the rates were outside the expected range, we undertook further procedures to understand the effect of additional factors and, when necessary, held further discussions with the Company and/or its external advisor; Evaluate the internal controls with respect to the valuation of financial assets; Drive-by-site-visits for a selection of properties. Other matter The annual accounts of the Company as at 31 December 2021 and for the year then ended, were audited by another auditor who expressed a disclaimer of opinion on those annual accounts on 30 April 2022. Other information The Board of Directors is responsible for the other information. The other information comprises the information stated in the combined management report and the Corporate Governance Report but does not include the annual accounts and our report of the “réviseur d’entreprises agréé” thereon. Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and Those Charged with Governance for the Annual accounts The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is responsible for presenting the annual accounts in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”). Those charged with governance are responsible for overseeing the Company’s financial reporting process. Responsibilities of the “réviseur d’entreprises agréé” for the audit of the Annual accounts The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts. As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs adopted for Luxembourg by the CSSF, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter. Report on Other Legal and Regulatory Requirements We have been appointed as réviseur d’entreprises agréé by the Extraordinary General Meeting of the Shareholders on 27 November 2023 and the duration of our uninterrupted engagement including previous renewals and reappointments is one year. The combined management report is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements. The accompanying Corporate Governance Report is presented on pages 32 to 48. The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements. We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We confirm that the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided and that we remained independent of the Company in conducting the audit. We have checked the compliance of the annual accounts of the Company as at 31 December 2022 and for the year then ended with relevant statutory requirements set out in the ESEF Regulation that are applicable to the annual accounts. For the Company it relates to: Annual accounts prepared in a valid xHTML format. In our opinion, the annual accounts of Adler Group S.A. as at 31 December 2022 and for the year then ended have been prepared in all material respects, in compliance with the requirements laid down in the ESEF Regulation. Our report only refers to the annual accounts of Adler Group S.A. as at 31 December 2022 and for the year then ended, identified as “391200OYYFJ3DWAMEC69-2022-12-31-en.zip”, prepared and presented in ac- cordance with the requirements laid down in the ESEF Regulation, which is the only authoritative version. Avega Revision S.à r.l. Cabinet de Révision Agréé Represented by _____ Frank Thihatmar Réviseur d’entreprises agréé Luxembourg, 27 September 2024 To the Shareholders of Adler Group S.A. | 55 Allée Scheffer | 2520 Luxembourg | Grand Duchy of Luxembourg Report of the Réviseur d’Entreprises agréé Balance Sheet In EUR Note 31 Dec 2022 31 Dec 2021 Assets Formation expenses 2.2.2, 3 33,670,336 46,780,999 Fixed assets 3,339,081,102 4,263,117,055 Financial assets 3,339,081,102 4,263,117,055 Shares in affiliated undertakings 2.2.3, 4.1 2,502,563,760 3,201,878,223 Loans to affiliated undertakings 2.2.3, 4.2 767,928,824 999,119,828 Investments held as fixed assets 2.2.3, 4.3 8,232,250 14,807,000 Other loans 2.2.3, 4.4 60,356,268 47,312,005 Current assets 178,210,840 292,120,033 Debtors 100,309,233 99,182,399 Trade debtors 2.2.4, 5.1 7,658 508,077 Becoming due and payable within one year 7,658 508,077 Amounts owed by affiliated undertakings 2.2.4, 5.2 71,667,116 74,539,202 Becoming due and payable within one year 71,667,116 74,539,202 Other debtors 2.2.4, 5.3 28,634,459 24,135,120 Becoming due and payable within one year 28,634,459 24,135,120 Investments 2.2.5, 6 39,865,000 98,400,000 Other investments 39,865,000 98,400,000 Cash at bank and in hand 2.2.6 38,036,607 94,537,634 Prepayments 2.2.8, 7 27,171,133 33,683,228 Total assets 3,578,133,411 4,635,701,315 The accompanying notes form an integral part of the annual accounts. In EUR Note 31 Dec 2022 31 Dec 2021 Capital, reserves and liabilities Capital and reserves (289,469,812) 841,630,962 Subscribed capital 8.1 145,713 145,713 Share premium account 8.2 2,242,906,370 2,242,906,370 Reserves 452,059 452,059 Legal reserve 8.3, 8.4 14,571 14,571 Other reserves, including the fair value reserve 8.4 437,488 437,488 Other available reserves 437,488 437,488 Profit or (loss) brought forward 8.4 (1,401,873,180) 434,033,399 Profit or (loss) for the financial year 8.4 (1,131,100,774) (1,835,906,579) Provisions 1,372,892 1,467,594 Provisions for taxation 2.2.9 4,815 9,630 Other provisions 2.2.9, 9 1,368,077 1,457,964 Creditors 2.2.10, 10 3,866,230,331 3,792,602,759 Debenture loans 10.1 3,412,244,955 3,412,244,955 Convertible loans 165,354,885 165,354,885 Becoming due and payable within one year 165,354,885 354,885 Becoming due and payable after more than one year - 165,000,000 Non-convertible loans 3,246,890,070 3,246,890,070 Becoming due and payable within one year 46,890,070 46,890,070 Becoming due and payable after more than one year 3,200,000,000 3,200,000,000 Amounts owed to credit institutions 10.2 96,500,125 98,500,000 Becoming due and payable within one year 2,000,125 2,000,000 Becoming due and payable after more than one year 94,500,000 96,500,000 Trade creditors 5,613,802 3,631,115 Becoming due and payable within one year 5,613,802 3,631,115 Amounts owed to affiliated undertakings 10.3 342,494,665 273,374,313 Becoming due and payable within one year 342,494,665 273,374,313 Other creditors 9,376,784 4,852,376 Tax authorities 10.4 8,488,820 3,402,979 Social security authorities 10.4 10,214 6,647 Other creditors 10.5 877,751.10 1,442,751 Becoming due and payable within one year 877,751.10 1,442,751 Total capital, reserves and liabilities 3,578,133,411 4,635,701,315 The accompanying notes form an integral part of the annual accounts. Profit and Loss Account In EUR Note 2022 2021 Profit and loss account Net turnover 2.2.11, 11 24,705,659 8,594,436 Other operating income - 8,646 Raw materials and consumables and other external expenses (54,945,190) (19,636,384) Other external expenses 12 (54,945,190) (19,636,384) Staff costs 14, 15 (2,376,933) (1,768,802) Wages and salaries 14, 15 (2,350,535) (1,757,181) Social security costs 14, 15 (26,397) (11,620) Relating to pensions 14, 15 (16,942) (7,500) Other social security costs 14, 15 (9,456) (4,120) Value adjustments (26,110,131) (36,079,575) In respect of formation expenses and of tangible and intangible fixed assets 2.2.12, 3 (13,670,664) (13,746,353) In respect of current assets 2.2.12, 5.2 (12,439,467) (22,333,223) Other operating expenses (1,540,660) (2,199,178) Income from participating interests 94,103,470 - Derived from affiliated undertakings 2.2.13, 4.1 94,103,470 - Income from other investments and loans forming part of the fixed assets 2.2.14 110,550,684 72,248,765 Derived from affiliated undertakings 4.2 98,600,894 61,193,376 Other income not from affiliated undertakings 4.3, 4.4, 5.3 11,949,790 11,055,389 Other interest receivable and similar income 557,834 1,184,891 Derived from affiliated undertakings 5, 5.2 108,310 1,184,832 Other interest and similar income 2.2.14 449,524 59 Value adjustments in respect of financial assets and of investments held as current assets 2.2.3, 2.2.12 (1,182,515,637) (1,771,262,739) Interest payable and similar expenses (93,525,055) (86,991,823) Concerning affiliated undertakings 2.2.14 (9,746,179) (173,311) Other interest and similar expenses 2.2.14 (83,778,876) (86,818,512) Tax on profit or loss - - Profit or loss after taxation (1,131,095,959) (1,835,901,764) Other taxes not shown above (4,815) (4,815) Profit or loss for the financial year 8.4 (1,131,100,774) (1,835,906,579) The accompanying notes form an integral part of the annual accounts. Note 1 – General information Adler Group S.A. (hereafter the “Company”) previously known as ADO Properties S.A. was incorporated in Cyprus as Swallowbird Trading & Investments Limited on 13 November 2007 as a private limited liability company in accordance with the provisions of the Cyprus Companies Law, Cap. 113. Its registered office was situated in Larnaca, Cyprus. On 8 June 2015, the Company deleted its registration in Cyprus and moved its registered office and central administration to Luxembourg. The Company adopted the form of a private limited liability company (société à responsabilité limitée) under Luxembourg law. The Company was then converted to a public limited liability company (société anonyme) for an unlimited duration under the Luxembourg law by decision of the General Meeting of Shareholders dated 16 June 2015 and changed its name to ADO Properties S.A. The Company changed its name from ADO Properties S.A. to Adler Group S.A. by decision of the General Meeting of Shareholders dated 29 September 2020. The Company is registered under the RCS number B197554 in Luxembourg. On 23 July 2015, the Company completed an initial public offering (“IPO”) and its shares are traded on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The Company has its registered office at 55 Allée Scheffer, L-2520 Luxembourg. The Company’s financial year starts 1 January and ends 31 December of each year. The object of the Company is the acquisition and holding of interests in Luxembourg and/or in foreign undertakings, as well as the administration, development and management of such holdings. The Company may provide financial assistance to the undertakings forming part of the Group of the Company such as the providing of loans and granting of guarantees or securities in any kind or form. The Company may also utilise its funds to invest in real estate and, provided such investment is ancillary to or related to the acquisition, holding, administration, development and management of the undertaking forming part of the Group of the Company, the Company may invest in intellectual property rights or any other movable or immovable assets in any kind or form. The Company may borrow in any kind or form and may privately issue bonds, notes or similar debt instruments. The annual accounts of the Company are prepared under the provision of the law applicable for commercial companies in Luxembourg. The Company also prepares consolidated financial statements under International Financial Reporting Standards (IFRSs) as adopted by the European Union. The copies of the consolidated financial statements are available at the registered office of the Company or at https://adler-group.com Note 2 – Summary of significant accounting and valuation policies 2.1 Basis of preparation The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost convention. Accounting policies and valuation rules are, besides the ones laid down by the Law of 19 December 2002, determined and applied by the Board of Directors. The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Board of Directors to exercise its judgement in the process of applying the accounting policies. Changes in assumptions may have a significant impact on the annual accounts in the period in which the assumptions changed. Management believes that the underlying assumptions are appropriate and that these annual accounts present the financial position and results fairly. The books and records are maintained in EUR and the annual accounts have been prepared in accordance with the valuation rules and accounting policies described below. The accounting policies applied to prepare these annual accounts are in conformity with the going concern principle. The coronavirus pandemic and its impact on the Company Following the outbreak of the coronavirus in December 2019 there has been a decline in economic activity in many regions of the world including Germany. In response to the risks of the pandemic for the health system and in order to protect particularly vulnerable individuals, the government took numerous measures to limit the spread of the virus with serious negative effects on Germany’s economic development. The year 2022 was characterised by a gradual withdrawal of those measures. However, persistent supply chain disruptions continue to lead to shortages of raw materials and other inputs and consequent price increases. The Company’s risks and exposures relating to the coronavirus pandemic Adler Group may be exposed to risks from a deterioration in the solvency of commercial and private tenants. Risks for the Group’s development projects arise from disruptions in global supply chains causing further delays in the construction progress and price increases for building materials. Specific effects of the coronavirus on the Company’s operating results The Company is continuously assessing the impact of the pandemic on its business, on the measurement of all of its assets and liabilities and on its ability to generate positive results from forward and upfront sales of development projects. The Company does not expect the crisis to have material impact on the rental income and the valuation of investment properties. The values of investment properties, projects, financial assets and financial liabilities as at 31 December 2022 as disclosed in these annual accounts reflect the economic conditions in existence at that date. Disruptions in global supply chains burdened the Group’s construction activity and had a negative impact on the profitability and value of the Group’s development assets. The Ukraine conflict and its impact on the Group Following the invasion of Ukraine by the Russian Federation on 24 February 2022, the German government and the European Union decided on a set of comprehensive economic sanctions against the Russian Federation with adverse effects on domestic energy price levels. Whether and to what extent further sanctions will be adopted or whether the conflict may intensify further cannot be assessed at present. All estimates and disclosures regarding the impact of the Ukraine conflict reflect the information available as of the report publication date and may be subject to subsequent changes. The Group’s risks and exposures relating to the Ukraine conflict In itself, energy price inflation does not have a significant impact on the profitability and value of the Group’s residential portfolio, as it is deemed that price increases can generally be recharged. The risk of default by tenants is addressed by appropriate valuation allowances on the Group’s receivables and contract assets against tenants. Risks for the Group’s development projects arise from further disruptions in global supply chains causing further delays in the construction progress and price increases. Market fluctuations and sanctions against investors from the Russian Federation make refinancing more difficult. As a company with a weak credit rating, the Group might be affected. Specific effects of the Ukraine crisis on the Group’s operating results The Group is continuously assessing the impact of the Ukraine conflict on profitabitliy and value of its assets. The value of investment properties, contract balances, inventories and financial assets and liabilities as at 31 December 2022 reflects the economic conditions in existence at that date. Going concern Adler Group has taken considerable steps to ensure its ongoing viability through a restructuring plan agreed in April 2023. Following the implementation of the restructuring plan, Adler Group has taken various actions aimed at stabilising the business and managing debt maturities effectively. These measures have been instrumental in reinforcing the Group’s capacity to continue as a going concern. While the Group has achieved operational successes and realised asset disposals since April 2023, it faces persistent challenges due to market weakness in the German real estate sector. Inflationary pressures, elevated borrowing costs, and greater asset devaluations than expected have shaken investor confidence and curtailed transaction volumes. The initial restructuring plan, predicated on asset sales for debt repayment, has been reassessed in light of the strained ability to dispose of assets at favourable prices under these market conditions. In response, Adler Group has proactively revised its restructuring framework, focusing on two key pillars: (i) a revised business plan to restructure the Group’s most difficult assets and to participate in the expected market recovery, and (ii) a financial restructuring plan which improves the Group’s cash position, stabilises the debt structure by postponement of maturities beyond 2026/27 and provides a sufficient equity position until maturity of Adler Group’s prolonged debt in order to provide a solid foundation for the Group’s going concern for at least, but not limited to, the next two years. This revised restructuring framework was the basis of Management’s assessment of going concern which was conducted as part of the process of finalising these financial statements. On 18 June 2024, Adler Group’s bondholders cleared the way for Adler Group’s comprehensive recapitalisation via a consent solicitation, following a binding agreement with a steering committee of bondholders supporting the recapitalisation of the Group as announced on 24 May 2024. The comprehensive recapitalisation was expected to be implemented through the conversion of certain of the existing debt instruments into subordinated perpetual notes which are to be classified as equity under IFRS, thereby strengthening Adler Group’s book equity by approximately EUR 2.3 billion and stabilising its balance sheet. In connection therewith, certain of the Group’s existing debt maturities were expected to be extended to December 2028, December 2029, and January 2030. Furthermore, Adler Group was expected to be provided with up to EUR 100 million of additional liquidity through an increase in the existing 1L New Money Facility and also the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024, which would otherwise be applied in mandatory repayment of the existing 1L New Money Facility. On 9 August 2024, the extraordinary General Meeting (EGM) of Adler Group approved the proposed amendments to the articles of association of Adler Group, including authorising the Board of Directors to issue voting securities representing 75% of the voting rights. With this approval, the EGM voted in favour of the comprehensive recapitalisation of the Group. Bondholders invested in the 2L Notes are to receive 75% of the voting rights of Adler Group. Such voting rights will not participate in the dividends of Adler Group. Based on this progress, Management was able to complete the comprehensive recapitalisation and the extension of the debt maturities combined with new liquidity on 19 September 2024, the restructuring effective date. In addition, Adler Group was able to successfully prolong several secured bank loans in the second quarter of 2024 until 2028. These recent measures, coupled with the projected recovery of the real estate market and a more stable economic environment, bolsters the Group’s assertion of its going concern status, underpinning its capability to fulfil financial commitments, dispose of assets, and satisfy liabilities in the ordinary course of operations. Nevertheless, despite proactive measures, the going concern assessment is inherently subject to certain risks and uncertainties. The condensed consolidated financial statements of Adler Group S.A., as per International Financial Reporting Standards, presuppose the entity’s ability to continue as a going concern. This is predicated on the successful negotiation with creditors to sustain the business, realise asset sales, and settle liabilities in the ordinary course of business for the foreseeable future, which is assessed to be at least, but not limited to, two years from the reporting date. 2.2 Significant accounting and valuation policies The main accounting and valuation rules applied by the Company are the following: 2.2.1. Currency translation Transactions expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. Formation expenses and long-term assets expressed in currencies other than EUR are translated into EUR at the exchange rate effective at the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates. Cash at bank is translated at the exchange rate effective at the balance sheet date. Exchange losses and gains are recorded in the profit and loss account of the year. Other assets and liabilities are valued individually at the lower, respectively the higher, of their value at the historical exchange rate or their value determined at the exchange rates prevailing at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. Realised exchange gains and realised exchange losses are recorded in the profit and loss account at the moment of their realisation. Where there is an economic link between an asset and a liability, these are valued in total according to the method described above, the net unrealised losses are recorded in the profit and loss account, and the net unrealised exchange gains are not recognised. 2.2.2. Formation expenses Formation expenses include expenses incurred for the IPO, capital increase, bond issuance, and costs incurred on revolving credit facilities. Formation expenses are written off based on a straight-line method over a period of five years or until the maturity date of the respective loan. 2.2.3. Financial assets Shares in affiliated undertakings/participating interests/loans to these undertakings/investments held as fixed assets/other loans are valued at purchase price/nominal value (loans and claims), including their incidental expenses. If, in the opinion of the Board of Directors, the value is permanently compromised, the values of the financial assets are adjusted and recognised at the lower value as at the balance sheet date. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. 2.2.4. Debtors Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. 2.2.5. Investments Transferable securities are valued at the lower of purchase price, including expenses incidental thereto and calculated on the basis of weighted average prices method, or market value, expressed in the currency in which the annual accounts are prepared. A value adjustment is recorded where the market value is lower than the purchase price. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. The market value corresponds to: the latest available quote on the valuation date for transferable securities listed on a stock exchange or traded on another regulated market; the probable realisation value estimated with due care and in good faith by the Board of Directors for transferable securities not listed on a stock exchange or not traded on another regulated market and for transferable securities listed on a stock exchange or traded on another regulated market where the latest quote is not representative. 2.2.6. Cash at bank and in hand Cash at bank and in hand comprise cash on hand and deposits in banks. Cash is valued at its nominal value. 2.2.7. Derivative financial instruments The Company may enter into derivative financial instruments such as options, swaps and futures. These derivative financial instruments are initially recorded at cost. At each balance sheet date, unrealised losses are recognised in the profit and loss account whereas gains are accounted for when realised. In the case of hedging of an asset or a liability that is not recognised at fair value, unrealised gains or losses are deferred until the recognition of the realised gains or losses on the hedged item. 2.2.8. Prepayments Prepayments include expenditure incurred during the financial year but relating to a subsequent financial year. 2.2.9. Provisions Provisions are intended to cover losses or debts, the nature of which is clearly defined and which, at the balance sheet date, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise. Provisions may also be created to cover charges which originate in the financial year under review or in a previous financial year, the nature of which is clearly defined and, which at the date of the balance sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise. Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years for which no final assessment notices have yet been received are recorded under the caption “Provisions for taxation”. The advance payments are shown in the assets of the balance sheet under “Other debtors”. 2.2.10. Creditors Creditors are recorded at repayable amount. 2.2.11. Net turnover The net turnover comprises the amounts of management fees, sales of services, recharge of fees and income on loan guarantee charged to affiliated companies. 2.2.12. Value adjustments Value adjustments are deducted directly from the book value of the related asset and charged to the profit and loss. 2.2.13. Income from participating interests Dividend income and gain on disposal of shares in affiliated undertakings are recognised on an accrual basis. 2.2.14. Interest income and expenses Interest income and expenses are recognised on an accrual basis. Note 3 – Formation expenses Formation expenses comprise incorporation expenses, expenses incurred for the capital increase, costs incurred for the IPO and costs incurred for bond or loan issuance (covering mainly underwriting, appraisal, legal and audit expenses). In EUR 31 Dec 2022 31 Dec 2021 Gross book value - opening balance 104,112,137 79,220,131 Additions for the year 560,000 24,892,006 (Disposals for the year) - - Gross book value - closing balance 104,672,137 104,112,137 (Accumulated value adjustments - opening balance) (57,331,138) (43,584,785) (Additions for the year) (13,670,664) (13,746,353) Reversals for the year - - (Accumulated value adjustments - closing balance) (71,001,802) (57,331,138) Net book value - closing balance 33,670,335 46,780,999 Net book value - opening balance 46,780,999 35,635,346 During the year the addition of the formation expenses is composed of the following elements: Nature and date of the formation expenses In EUR 2022 2021 Revolving credit facility costs in March 2018 - 27,708 Revolving credit facility costs in September 2020 - 72,917 Bonds issuance costs in January 2021 - 17,955,272 Revolving credit facility costs in March 2021 560,000 2,114,496 Loan issuance costs in March 2021 - 316,000 EMTN Programme costs in 2021 - 560,846 Bonds issuance costs in April 2021 - 3,822,267 Green bond costs in 2021 - 22,500 Total 560,000 24,892,006 Note 4 – Financial assets 4.1 Shares in affiliated undertakings The movements are as follows: In EUR 31 Dec 2022 31 Dec 2021 Gross book value - opening balance 4,285,770,052 4,225,210,109 Additions for the year 52,007,406 60,559,943 (Disposals for the year) (3,501,028) - Gross book value - closing balance 4,334,276,429 4,285,770,052 (Accumulated value adjustments - opening balance) (1,083,891,829) - (Additions for the year) (747,820,840) (1,083,891,829) (Accumulated value adjustments - closing balance) (1,831,712,669) (1,083,891,829) Net book value - closing balance 2,502,563,760 3,201,878,223 Net book value - opening balance 3,201,878,223 4,225,210,109 During the year 2022 the Company acquired further shares of Adler Real Estate AG for a total purchase price of EUR 1,490,764. On 25 November 2022 the Company bought 83.8% of the shares in Artists Living Frankfurt Com GmbH & Co. KG, Artists Living Frankfurt Dev GmbH and Artists Living Frankfurt SSC GmbH & Co. KG, as well as 100% of the shares of RAFFA Verwaltungs GmbH. On 23 December 2022 the Company founded AGPS BondCo PLC, a 100% owned subsidiary in the United Kingdom. On 29 December 2022 the Company bought the outstanding shares of Joysun 1 B.V. , Joysun 2 B.V., Songbird 1 Aps, Songbird 2 Aps from the minority shareholder. The purchase price amounted to EUR 50,438,193. Based on the valuation of investments as well as recoverability of inter-company loans as at 31 December 2022, the Management Board decided to impair certain investments. The main effects are based on the partial impairment in the value of the shares of the Adler RE as well as the assessed recoverability of inter-company receivables against entities of the Consus Real Estate AG sub-group. The assessments take the current market conditions as well as the approved restructuring plan (please refer to Note 18. Subsequent events) as discussed in front of the High Court of Justice of England and Wales into account. The calculation of the impairment in the value of the shares of the Adler RE was based on the share price of EUR 8.76 per share that was offered to the minority shareholders of Adler RE at the squeeze-out. Based on this information, the Management Board decided to impair the investment in Adler RE in an amount of EUR 221 million. Further, the Management Board decided on a partial impairment in the value of the shares of the following subsidiaries in the following amounts: ADO Lux-EEME S.à r.l EUR 526,081,800, Adler Treasury GmbH EUR 25,000, Adest Grundstücks GmbH EUR 23,475, Adler Immobilien Management GmbH EUR 337,564, Adler Properties GmbH EUR 25,0000, ADO Living GmbH EUR 25,000, CCM City Construction Management GmbH EUR 25,000, Mezi Grundstücks GmbH EUR 223,262 EUR, Osher Grundstücks GmbH EUR 23,500. As at 31 December 2021 the Management Board decided on a full impairment in the value of the shares of the Consus Real Estate AG. During the year 2022 the Company sold some of its subsidiaries to affiliated companies. From this sale the Company recognised EUR 94,103,470 income. As at the year-end, the Company held the following shares in affiliated undertakings: Company's name Registered country Ownership 2022 % Ownership 2021 % Adest Grundstücks GmbH Germany 93.90 93.90 Adler Immobilien Management GmbH Germany 100.00 100.00 Adler Properties GmbH Germany 100.00 100.00 ADLER Real Estate AG Germany 96.90 96.72 Adler Treasury GmbH Germany 100.00 100.00 ADO 9110 Holding GmbH Germany 100.00 100.00 ADO 9360 Holding GmbH Germany 100.00 100.00 ADO 9500 Grundstücks GmbH Germany - 89.90 ADO 9540 Holding GmbH Germany 100.00 100.00 ADO 9580 Holding GmbH Germany 100.00 100.00 ADO Living GmbH Germany 100.00 100.00 ADO Lux-EEME S.à r.l. Luxembourg 100.00 100.00 ADO SBI Holdings S.A. & Co. KG Germany 94.00 94.00 ADO Sonnensiedlung S.à r.l. Luxembourg 89.90 89.90 Adoa Grundstücks GmbH Germany 93.90 93.90 Adom Grundstücks GmbH Germany 93.90 93.90 Adon Grundstücks GmbH Germany 93.90 93.90 AGPS BondCo PLC United Kingdom 100.00 - Ahava Grundstücks GmbH Germany - 93.90 Alexandra Properties BV Netherlands 94.34 94.34 Anafa 1 Grundstücks GmbH Germany 93.90 93.90 Anafa 2 Grundstücks GmbH Germany 93.90 93.90 Anafa Grundstücks GmbH Germany - 93.90 Arafel Grundstücks GmbH Germany 99.90 99.90 Artists Living Frankfurt Com GmbH & Co. KG Germany 83.80 - Artists Living Frankfurt Dev GmbH Germany 83.80 - Artists Living Frankfurt SSc GmbH & Co. KG Germany 83.80 - Badolina Grundstücks GmbH Germany - 93.90 Bamba Grundstücks GmbH Germany 93.90 93.90 Barbur Grundstücks GmbH Germany 94.80 94.80 Berale Grundstücks GmbH Germany 93.90 93.90 Bombila Grundstücks GmbH Germany 93.90 93.90 Bosem Grundstücks GmbH Germany 100.00 100.00 CCM City Construction Management GmbH Germany 100.00 100.00 Central Facility Management GmbH Germany 100.00 100.00 Consus Real Estate AG Germany 93.86 93.86 Drontheimer Str. 4 Grundstücks GmbH Germany 93.90 93.90 Dvash 1 Holding GmbH Germany 100.00 100.00 Dvash 2 Holding GmbH Germany 100.00 100.00 Dvash 3 B.V. Netherlands 100.00 - Eldalote Grundstücks GmbH Germany 93.90 93.90 Gamad Grundstücks GmbH Germany 93.90 93.90 GAMAZI Grundstücks GmbH Germany 93.90 93.90 Geshem Grundstücks GmbH Germany 93.90 93.90 Geut Grundstücks GmbH Germany 93.90 93.90 Gozal Grundstücks GmbH Germany 93.90 93.90 Hanpaka Holding GmbH Germany 100.00 100.00 Horef Holding GmbH Germany 100.00 100.00 Jessica Properties B.V. Netherlands 94.41 94.41 Joysun 1 B.V. Netherlands 100.00 60.00 Joysun 2 B.V. Netherlands 100.00 60.00 KREMBO Grundstücks GmbH Germany 93.90 93.90 Lavlav 1 Grundstücks GmbH Germany 93.90 93.90 Lavlav 2 Grundstücks GmbH Germany 93.90 93.90 Lavlav 3 Grundstücks GmbH Germany 93.90 93.90 Lavlav Grundstücks GmbH Germany 93.90 93.90 Marbien B.V. Netherlands 94.80 94.80 Mastik Grundstücks GmbH Germany 93.90 93.90 Matok Grundstücks GmbH Germany 100.00 100.00 Maya Grundstücks GmbH Germany - 93.90 Meghan Properties B.V. Netherlands 94.34 94.34 Melet Grundstücks GmbH Germany - 99.90 Mezi Grundstücks GmbH Germany 93.90 93.90 Muse Grundstücks GmbH Germany 93.90 93.90 Nehederet Grundstücks GmbH Germany 93.90 93.90 Neshama Grundstücks GmbH Germany 93.90 93.90 NUNI Grundstücks GmbH Germany 93.90 93.90 Osher Grundstücks GmbH Germany 94.00 94.00 Papun Grundstücks GmbH Germany 93.90 93.90 Parpar Grundstücks GmbH Germany 100.00 100.00 Pola Grundstücks GmbH Germany 93.90 93.90 RAFFA Verwaltungs GmbH Germany 100.00 - Reshet Grundstücks GmbH Germany 93.90 93.90 Rimon Holding GmbH Germany 100.00 100.00 Sababa 18 Grundstücks GmbH Germany 93.90 93.90 Sababa 19 Grundstücks GmbH Germany 93.90 93.90 Sababa 20 Grundstücks GmbH Germany 93.90 93.90 Sababa 21 Grundstücks GmbH Germany 93.90 93.90 Sababa 22 Grundstücks GmbH Germany 93.90 93.90 Sababa 23 Grundstücks GmbH Germany 93.90 93.90 Sababa 24 Grundstücks GmbH Germany 93.90 93.90 Sababa 25 Grundstücks GmbH Germany 93.90 93.90 Sababa 26 Grundstücks GmbH Germany 93.90 93.90 Sababa 27 Grundstücks GmbH Germany 93.90 93.90 Sababa 28 Grundstücks GmbH Germany 93.90 93.90 Sababa 29 Grundstücks GmbH Germany 93.90 93.90 Sababa 30 Grundstücks GmbH Germany 93.90 93.90 Sababa 31 Grundstücks GmbH Germany 93.90 93.90 Sababa 32 Grundstücks GmbH Germany 93.90 93.90 Seret Grundstücks GmbH Germany 99.90 99.90 Sharav Grundstücks GmbH Germany - 99.90 Sheket Grundstücks GmbH Germany 99.90 99.90 Silan Grundstücks GmbH Germany 99.90 99.90 Sipur Grundstücks GmbH Germany 99.90 99.90 Songbird 1 ApS Denmark 100.00 60.00 Songbird 2 ApS Denmark 100.00 60.00 Stav Grundstücks GmbH Germany 93.90 93.90 Tamuril Grundstücks GmbH Germany 93.90 93.90 Tara Grundstücks GmbH Germany 93.90 93.90 Tehila 1 Grundstücks GmbH Germany 93.90 93.90 Tehila 2 Grundstücks GmbH Germany 93.90 93.90 Tehila Grundstücks GmbH Germany 93.90 93.90 Trusk Grundstücks GmbH Germany 93.90 93.90 TUSSIK Grundstücks GmbH Germany 93.90 93.90 Wernerwerkdamm 25 Berlin Grundstücks GmbH Germany - 93.90 Yabeshet Grundstücks GmbH Germany 99.90 99.90 Yadit Grundstücks GmbH Germany 99.90 99.90 Yahel Grundstücks GmbH Germany 93.90 93.90 Yarok Grundstücks GmbH Germany 93.90 93.90 Yussifun Grundstücks GmbH Germany 93.90 93.90 Zamir Grundstücks GmbH Germany 99.90 99.90 Zman Grundstücks GmbH Germany 93.90 93.90 These affiliated undertakings form part of the Company’s consolidated financial statements prepared under IFRS as adopted by the European Union. 4.2 Loans to affiliated undertakings The movements are as follows: In EUR 31 Dec 2022 31 Dec 2021 Gross book value - opening balance 1,681,491,125 115,894,274 Additions for the year 196,929,044 1,534,309,657 (Repayments during the year) - (18,712,806) Transfers during the year - 50,000,000 Gross book value - closing balance 1,878,420,169 1,681,491,125 (Accumulated value adjustments - opening balance) (682,371,297) - (Additions for the year) (428,120,047) (682,371,297) (Accumulated value adjustments - closing balance) (1,110,491,344) (682,371,297) Net book value - closing balance 767,928,824 999,119,828 Net book value - opening balance 999,119,828 115,894,274 During the year 2021, the Company entered into loan agreements with ADO Lux Finance S.à r.l. (interest: 5.8% p.a., original maturity date: 31 March 2023, prolonged till 31 March 2024) and Consus Swiss Finance AG (interest: 4.32-6.00% p.a., maturity date: variable, latest at 31 December 2023). As at 31 December 2022, the Management Board decided on a partial impairment in the value of the loan to ADO Lux Finance S.à r.l. in an amount of EUR 428,120,047. The balance of the loan amounted to EUR 767,928,824 (31 December 2021: EUR 999,119,828). There was no further loan given to Consus Swiss Finance AG. As at 31 December 2021, the Management Board decided on a full impairment in the value of the loan amount to Consus. Additionally, the loan to affiliated Wilhelmstraße 56-59 has been subject to an impairment, with a carried forward amount of EUR 41,875,079. This impairment remains unchanged from 2021, reflecting consistent financial assessment and valuation adjustments. The interest income from loans to affiliated undertakings amounted to EUR 98,600,894 (2021: EUR 61,193,376). 4.3 Investments held as fixed assets The movements are as follows: In EUR 31 Dec 2022 31 Dec 2021 Gross book value - opening balance 19,806,613 12,940,772 Additions for the year - 19,806,613 (Disposals for the year) - (12,940,772) Gross book value - closing balance 19,806,613 19,806,613 (Accumulated value adjustments - opening balance) (4,999,613) - (Additions for the year) (6,574,750) (4,999,613) Reversals for the year - - (Accumulated value adjustments - closing balance) (11,574,363) (4,999,613) Net book value - closing balance 8,232,250 14,807,000 Net book value - opening balance 14,807,000 12,940,772 Investments held as fixed assets relate to the bond from Aggregate Holdings S.A., a subsidiary of Aggregate Holdings Invest S.A. (a shareholder of the Company) in an amount of EUR 8,232,250. As at 31 December 2022 the Company deemed that an impairment has occurred in the value of the bond from Aggregate based on the decreasing market rate. The value adjustment amounts to EUR 6,574,750 (31 December 2021: EUR 4,999,613). The Company realised EUR 1,519,375 (2021: EUR 664,163) interest income from the Aggregate Bond. 4.4 Other loans The movements are as follows: In EUR 31 Dec 2022 31 Dec 2021 Gross book value - opening balance 47,312,005 43,542,242 Additions for the year 13,996,037 3,769,763 (Disposals for the year) (951,774) - Gross book value - closing balance 60,356,268 47,312,005 (Accumulated value adjustments - opening balance) - - (Additions for the year) - - Reversals for the year - - (Accumulated value adjustments - closing balance) - - Net book value - closing balance 60,356,268 47,312,005 Net book value - opening balance 47,312,005 43,542,242 During 2020 and 2021 the Company entered into loan agreements with Taurecon Invest IX GmbH and had purchase price receivables from the sale of minority shares to Taurecon Invest XII GmbH (Taurecon). Effective 1 January 2022 all the previous loan agreements with Taurecon Invest IX GmbH were assigned to Taurecon Lux Invest III GmbH and the interest rate increased to 4.30% (previously 3.50%). The purchase price receivables were also transformed into the new loan agreement bearing an interest rate of 4.30%. The minority shares that the Taurecon companies hold in Adler subsidiaries are pledged as security measurement. An amount of EUR 951,774 was repaid during 2022. The total interest income from other loans for 2022 amounted to EUR 2,614,649 (2021: EUR 1,827,082). Note 5 – Debtors 5.1 Trade debtors In EUR 31 Dec 2022 31 Dec 2021 Becoming due and payable within one year Trade receivables 7,658 - Suppliers with a debit balance - 508,077 Total 7,658 508,077 5.2 Amounts owed by affiliated undertakings In EUR 31 Dec 2022 31 Dec 2021 Becoming due and payable within one year Management fees due from affiliated companies 12,019,215 8,711,544 Other related parties 59,647,900 65,827,658 Total 71,667,116 74,539,202 Management fees due from affiliated companies comprises of management fee services provided to Adler RE, Consus Real Estate AG and Adler Properties GmbH. As at 31 December 2022 the Management Board decided on a partial impairment of the trade receivables from Adler Properties GmbH in an amount of EUR 3,360,940 as well as a full impairment of the trade receivables from Consus Real Estate AG in an amount of EUR 9,069,527 (2021: EUR 2,271,067). Other related parties are principally composed of an accrued interest receivable of EUR 29,731,896 (31 December 2021: EUR 33,641,541) from the loan given to ADO Lux Finance S.à r.l. The short-term loan of EUR 31,380,739 as at 31 December 2021 owed by Adler Treasury GmbH was repaid during 2022. The accrued interest receivable from the loan given to Consus Swiss Finance amounts to EUR 28,925,201 (31 December 2021: EUR 0 as it was fully impaired). 5.3 Other debtors In EUR 31 Dec 2022 31 Dec 2021 Becoming due and payable within one year VAT receivable 8,277,699 3,729,651 Advance tax payments 38,055 104,309 Advance foreign tax payments 12,671 291,932 Other receivables 20,306,034 20,009,227 Total 28,634,459 24,135,120 Other receivables are principally composed of a total amount of EUR 10,277,079 owed by a minority shareholder of affiliated undertakings and EUR 10,028,955 accrued interest receivable from bonds and loans given, from which EUR 7,197,847 (31 December 2021: EUR 5,772,096) is a receivable from Consus RE GmbH, a subsidiary of Consus Real Estate AG and EUR 216,459 (31 December 2021: EUR 216,459 ) is a receivable from Aggregate Holdings S.A., a subsidiary of Aggregate Holdings Invest S.A. (a shareholder of the Company). Note 6 – Other investments Other investments are composed of investments in bonds. All of the EUR 39,865,000 relate to a bond of Consus RE GmbH, a subsidiary of Consus Real Estate AG. In 2022 the interest income from other investments in bonds amounted to EUR 7,815,766 (2021: EUR 7,067,623). Note 7 – Prepayments Prepayments are mainly composed of an amount of EUR 26,940,182 (31 December 2021: EUR 33,522,923) concerning the net value of the discount on the corporate bonds (please refer to the Note 10.1). Note 8 – Capital 8.1 Subscribed capital Subscribed capital amounts to EUR 145,713 and is divided into 117,510,233 dematerialised shares without a nominal value, all of said shares being fully paid-up. The authorised unissued capital of the Company is set at EUR 1,000,000 without nominal value. The movements are as follows: In EUR 2022 2021 Subscribed capital - opening balance 145,713 145,713 Subscriptions for the period - - Subscribed capital - closing balance 145,713 145,713 8.2 Share premium The movements are as follows: In EUR 2022 2021 Share premium and similar premiums - opening balance 2,242,906,370 2,296,961,077 Movements for the year - (54,054,707) Share premium and similar premiums - closing balance 2,242,906,370 2,242,906,370 8.3 Legal reserve The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve after deduction of any losses brought forward, until this reserve equals 10% of the subscribed share capital. This reserve is non-distributable during the life of the Company. The appropriation to legal reserve is effected after approval at the General Meeting of shareholders. 8.4 Movements during the year on the reserves and profit and loss items The movements during the year 2022 are as follows: In EUR Legal reserve Other reserves Profit or loss brought forward Profit or loss for the financial year At the beginning of the year 14,571 437,488 434,033,399 (1,835,906,579) Movements for the year Allocation of prior year's result - - (1,835,906,579) 1,835,906,579 Result of the year - - - (1,131,100,774) At the end of the year 14,571 437,488 (1,401,873,180) (1,131,100,774) The impairments on investments and receivables resulted in a loss for the year that depleted Adler Group S.A.’s equity. Please refer to Note 4.1, 4.2, 4.3 and 5.2 for further details of the impairments made. Note 9 – Provisions Other provisions Other provisions are presented as follows: In EUR 31 Dec 2022 31 Dec 2021 Provision for audit services 1,300,000 476,700 Provision for KPMG tax services - 15,225 Provision for KPMG other services 60,000 950,606 Provision for costs relating to the bond issuance 8,077 15,433 Total 1,368,077 1,457,964 Note 10 – Creditors Amounts due and payable for the accounts shown under creditors are as follows: In EUR Within one year After one year and within five years After more than five years 2022 Total 2021 Total 10.1 Non-convertible debenture loans - principal - 2,400,000,000 800,000,000 3,200,000,000 3,200,000,000 Non-convertible debenture loans - accrued interest 46,890,070 - - 46,890,070 46,890,070 10.1 Convertible debenture loans - principal 165,000,000 - - 165,000,000 165,000,000 Convertible debenture loans - accrued interest 354,885 - - 354,885 354,885 10.2 Amounts owed to credit institutions 2,000,125 8,000,000 86,500,000 96,500,125 98,500,000 Trade creditors 5,613,802 - - 5,613,802 3,631,115 10.3 Amounts owed to affiliated undertakings 342,494,665 - - 342,494,665 273,374,313 10.4 Tax and social security debts 8,499,033 - - 8,499,033 3,409,625 10.5 Other creditors 877,751 - - 877,751 1,442,751 Total 571,730,331 2,408,000,000 886,500,000 3,866,230,331 3,792,602,759 10.1 Debenture loans On 20 July 2017, the Company placed unsecured, fixed-rate corporate bonds with a total nominal amount of EUR 400 million with institutional investors. The bonds carry an interest rate of 1.50% per annum and mature on 26 July 2024. The gross proceeds resulting from the transaction amounted to EUR 398.6 million with an issue price of 99.651%. The discount is shown in the assets of the balance sheet under “Prepayments” (please refer to the Note 7) and will be written off based on a straight-line method over the lifetime of the bond. The net proceeds of the bond have mainly been used to fund future acquisitions. Effective as at 11 January 2023 Adler Group S.A. was substituted as Issuer of this bond by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the Note 18, Subsequent events 1. On 16 November 2018, the Company placed senior, unsecured convertible bonds in a total nominal amount of EUR 165 million, convertible into new and/or existing ordinary registered shares of the Company at the maturity date. The coupon has been set at 1.25% p.a., payable semi-annually in arrears. Due to the downgrade of the Company, the interest rate increased to 2.00% p.a. starting from 23 November 2020. The bonds will mature on 23 November 2023. The Company used the net proceeds to repay existing short-term debt, extend the Company’s debt maturity profile as well as to strengthen the Company’s liquidity position. On 5 August 2020, the Company placed unsecured, fixed-rate corporate bonds with a total nominal amount of EUR 400 million with institutional investors. The bonds carry an interest rate of 3.25% per annum and mature on 5 August 2025. The gross proceeds resulting from the transaction amounted to EUR 395.484 million with an issue price of 98.871%. The discount is shown in the assets of the balance sheet under “Prepayments” (please refer to the Note 7) and will be written off based on a straight-line method over the lifetime of the bond. The net proceeds of the bond have mainly been used to refinance existing liabilities. Effective as at 11 January 2023 Adler Group S.A. was substituted as Issuer of this bond by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the Note 18, Subsequent events 1. On 13 November 2020, the Company placed unsecured, fixed-rate corporate bonds with a total nominal amount of EUR 400 million with institutional investors. The bonds carry an interest rate of 2.75% per annum and mature on 13 November 2026. The gross proceeds resulting from the transaction amounted to EUR 394.584 million with an issue price of 98.646%. The discount is shown in the assets of the balance sheet under “Prepayments” (please refer to the Note 7) and will be written off based on a straight-line method over the lifetime of the bond. The net proceeds of the bond have mainly been used to refinance existing liabilities. Effective as at 11 January 2023 Adler Group S.A. was substituted as Issuer of this bond by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the Note 18, Subsequent events 1. On 8 January 2021, the Company successfully placed EUR 1.5 billion fixed rate senior unsecured notes comprising of two tranches, a EUR 700 million 5-year maturity with a 1.875% fixed coupon and a EUR 800 million 8-year maturity with a 2.25% fixed coupon. The gross proceeds resulting from the transaction amounted to EUR 691.782 million with an issue price of 98.826% and EUR 785.656 million with an issue price of 98.207%. The discount is shown in the assets of the balance sheet under “Prepayments” (please refer to the Note 7) and will be written off based on a straight-line method over the lifetime of the bond. The net proceeds of the bond have mainly been used to refinance existing liabilities. Effective as at 11 January 2023 Adler Group S.A. was substituted as Issuer of this bond by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the Note 18, Subsequent events 1. On 21 April 2021, Adler Group S.A. successfully placed EUR 500 million fixed rate senior unsecured notes with a 6-year maturity and a 2.25% fixed coupon under its newly established EMTN programme. The notes were placed with institutional investors across Europe with a total order book of EUR 1.1 billion. The gross proceeds resulting from the transaction amounted to EUR 493.115 million with an issue price of 98.623%. The discount is shown in the assets of the balance sheet under “Prepayments” (please refer to the Note 7) and will be written off based on a straight-line method over the lifetime of the bond. The net proceeds of the bond have mainly been used to refinance existing liabilities. Effective as at 11 January 2023 Adler Group S.A. was substituted as Issuer of this bond by AGPS BondCo PLC, a 100% owned subsidiary of Adler Group S.A. For further information please refer to the Note 18, Subsequent events 1. The Company undertakes not to incur any financial indebtedness after the issue date of the bonds, and will also procure that its subsidiaries will not incur any financial indebtedness after the issue date of the bonds (except for refinancing existing financial indebtedness), if immediately after giving effect to the incurrence of such additional financial indebtedness (taking into account the application of the net proceeds of such incurrence), the following tests would not be met: (i) loan-to-value ratio (LTV) ≤ 60%; (ii) secured loan-to-value ratio ≤ 45%; (iii) unencumbered asset ratio ≥ 125%; and (iv) interest coverage ratio (ICR) ≥ 1.8. During 2022 the Company had a total amount of EUR 75,675,000 interest expense (2021: EUR 70,876,311) and a total amount of EUR 6,582,740 (2021: EUR 6,083,572) expenses from the amortisation of bonds issuance premium on the debenture loans. As at 31 December 2022, the Company is fully compliant with all financial covenant requirements. 10.2 Amounts owed to credit institutions On 15 March 2021, the Company signed a EUR 300 million syndicated revolving credit facility with JP Morgan, Deutsche Bank and Barclays as lenders for a 3-year term with two extension options, each for one year. In the second half of 2021, the Company drew down an amount of EUR 300 million. The amount was fully repaid on 30 December 2021. The facility was terminated in April 2022. In March and April 2021, the Company raised a secured banking loan of EUR 100 million in total. The loan has an interest rate of 1.25% p.a. and a maturity term to 2028. In 2022 the Company had a total amount of EUR 1,235,417 (2021: EUR 2,899,332) interest expense on loans owed to credit institutions. 10.3 Amounts owed to affiliated undertakings In EUR 31 Dec 2022 31 Dec 2021 ADLER Real Estate AG 273,481,424 265,220,905 Other related parties 69,013,241 8,153,408 Total 342,494,665 273,374,313 The loan received from Adler RE bears an interest of 5.16 per cent p.a. and had a maturity date of 15 April 2023 that was prolonged to 30 June 2025. Other related parties are principally composed of EUR 24,533,884 owed to Songbird 1 ApS; EUR 24,566,288 owed to Songbird 2 ApS; EUR 12,862,955 owed to Adler Treasury GmbH; EUR 6,502,044 owed to Bosem Grundstücks GmbH; and EUR 8,260,519 interest payable owed to Adler RE. 10.4 Tax and social security debts In EUR 31 Dec 2022 31 Dec 2021 Becoming due and payable within one year Social security debts 10,214 6,647 VAT payable 8,474,527 3,399,743 Tax on salaries 5,042 6,717 Tax on director fees 9,250 (3,522) Other tax debts - 40 Total 8,499,033 3,409,625 10.5 Other creditors In EUR 31 Dec 2022 31 Dec 2021 Becoming due and payable within one year Amount payable to staff 877,751 1,442,751 Total 877,751 1,442,751 Note 11 – Net turnover The Company’s net turnover is mainly composed of management fee services in an amount of EUR 20,474,451 (2021: EUR 7,152,335) and recharged fees in an amount of EUR 4,097,502 (2021: EUR 1,312,006). The total amount of the net turnover is coming from related parties. Note 12 – Other external expenses Other external expenses are presented as follows: In EUR 2022 2021 Consulting services - external 34,938,300 12,083,053 Accounting and audit fees 5,589,853 2,444,118 Legal fees 9,058,686 1,309,748 Capital market fees 137,667 254,833 Travel and entertainment costs - staff 150,081 25,074 Management fees - Adler Properties GmbH 1,287,793 957,888 Management fees - ADLER subgroup 849,971 982,244 Management fees - Consus subgroup 87,396 73,464 Data processing 88,980 57,882 Real estate rental building and services 125,444 19,563 Other fees 2,631,019 1,428,518 Total 54,945,190 19,636,384 The main driver of the increase in the other external expenses is the consulting services - external and legal fees. In 2022 the Company launched a restructuring process which required the expertise of numerous external consultants. Note 13 – Auditor’s remuneration Fees billed to the Company by KPMG Luxembourg, Société anonyme, and other member firms of the KPMG network during the year 2021 are as follows (excluding VAT). As the Company has no auditor at the issuance of these annual accounts, no auditors’ fee can be disclosed for the financial year 2022. In EUR 2021 Audit fees 1,135,762 Thereof: KPMG Luxembourg, Société anonyme 868,262 Tax fees 39,574 Thereof: KPMG Luxembourg, Société anonyme - Other fees () 1,209,754 Thereof: KPMG Luxembourg, Société anonyme 169,148 (*) Including fees incurred on the audit by KPMG Forensic. Note 14 – Staff As at 31 December 2022, the Company has four full-time employees (2021: three) and one part-time (at 3/10) employee (since October 2017) with an annual average of five employees (2021: three) during the financial year. Note 15 – Emoluments granted to the members of the management and supervisory bodies The emoluments granted by the Company to the members of the supervisory bodies in that capacity for the financial year are broken down as follows: In EUR 2022 2021 Directors fee granted to the members of the Board of Directors 1,094,616 1,184,499 Total 1,094,616 1,184,499 The emoluments granted by the Company to the members of the Senior Management (Co-CEOs, CLO) are broken down as follows: In EUR 2022 2021 Fixed salary 640,000 660,000 Short-term cash incentive 326,167 852,846 Other benefits 45,216 72,764 Consulting fees 441,753 42,000 Termination fee 992,342 - Total 2,445,478 1,627,610 There are no commitments arising or entered into in respect of retirement pensions for former members of the management or supervisory bodies in that capacity of the Company. There are no advances and loans to members of the management or supervisory body or commitment entered into on their behalf by way of guarantees of any kind. Note 16 – Related party transactions Other than those disclosed elsewhere in the annual accounts, the Company did not enter into any other material related party transactions with its related parties during the year. Note 17 – Off balance sheet commitments Based on the agreements signed by the Company in respect of the issuance of the corporate bonds and the convertible bond (please refer to Note 10.1) the Company is bound by a negative pledge clause. The Company issued “Letters of Comfort” to some of the German subsidiaries in order to avoid illiquidity or over indebtedness of these companies. Note 18 – Material events in the Reporting Period and Subsequent events In the Reporting Period 1. On 28 January 2022, Adler Group was informed by its statutory auditor KPMG Luxembourg that due to the ongoing forensic special investigation on the allegations made by the short seller report, which should be completed prior to the issuance of an audit opinion, it is highly unlikely that the audit of the financial statements can be concluded timely enough to allow for a publication of the audited financial statements by 31 March 2022. 2. On 31 January 2022, Dr. Michael Bütter tendered his resignation from the Board of Directors of Adler Group with effective date of 31 January 2022. 3. On 11 February 2022, the international rating agency Standard and Poor’s (S&P) lowered the long-term issuer credit rating on Adler to “B-” from “B+” and lowered the issue ratings on its senior unsecured debt to “B” from “BB-”. The ratings were placed on CreditWatch negative. 4. On 16 February 2022, the members of the Board of Directors of Adler Group appointed Prof. Dr. A. Stefan Kirsten as a new member of the Board of Directors and elected him as Chairman of the Board of Directors with immediate effect. The previous Chairman of the Board of Directors, Dr. Peter Maser, was elected as Deputy Chairman. 5. In first half year of 2022, Adler Group agreed on a debt restructuring with two major non-controlling shareholders in its subsidiaries (Taurecon and Amelicaster). All receivables and loans against these shareholders were combined under two loan agreements at market interest rates. The loans mature on 30 September 2024 and are secured by share liens. 6. On 21 April 2022, Adler Group announced that KPMG Forensic had provided the Company with the final report of its comprehensive review of the allegations of Viceroy Research LLC. This report was published on the website of the Company on 22 April 2022. KPMG Forensic did not find evidence that there were systematic fraudulent and looting transactions with allegedly related parties. However, KPMG Forensic identified deficiencies in the documentation and the processes handling those transactions. Prof. Dr. Kirsten, Chairman of the Board of Directors of Adler Group, announced a programme to address the identified weaknesses in structure and process on 22 April 2022. First results of this programme were published prior to the annual General Meeting of the Company on 29 June 2022. 7. Due to the disclaimer of opinion by the auditor on the consolidated financial statements and the annual accounts of Adler Group S.A., all members of the Board of Directors who held a mandate in 2021 offered their resignation on 30 April 2022 with immediate effect. For the continuity of the Company the resignations of Thilo Schmid, Thomas Zinnöcker as well as of Co-CEO Thierry Beaudemoulin were only accepted with effect as of the date of the annual General Meeting of the Company on 29 June 2022. The Board of Directors therefore consisted of the Chairman of the Board of Directors Prof. Dr. A. Stefan Kirsten, the CEO and Daily Manager Thierry Beaudemoulin, Thilo Schmid and Thomas Zinnöcker. At the General Meeting the Board then stood for re-election. 8. On 5 May 2022, the international rating agency Standard and Poor’s (S&P) downgraded the issuer rating of Adler Group S.A. and Adler RE from B- to CCC with outlook negative. The rating of the unsecured bonds was lowered from B to CCC. The ratings were removed from CreditWatch negative. 9. On 17 May 2022, the Company announced that effective 1 June 2022, Thomas Echelmeyer will join the Senior Management of Adler Group as interim Chief Financial Officer (CFO). He will hold this position temporarily until the CFO position is finally filled. On 29 August 2022, the Board of Directors appointed Mr Thomas Echelmeyer as its Chief Financial Officer, effective 1 September 2022. The Board of Directors will propose to the next annual General Meeting or extraordinary General Meeting to appoint Mr Echelmeyer as an additional member to the Board of Directors. Also the Company announced that the Board of Directors concluded that it is not advisable for the Company to pay a dividend in the light of the existing disclaimer of opinion by the auditor. Accordingly, the Board recommended to the AGM to not pay a dividend for the financial year 2021. Furthermore, the Company announced that KPMG Luxembourg Société anonyme (“KPMG”) informed the Company that KPMG is not available to audit the 2022 stand-alone and consolidated financial statements of the Company. The Company initiated a selection process to appoint a new auditor for the Company. 10. On 29 June 2022, the annual General Meeting (AGM) was held. All proposed resolutions were adopted with a majority ranging from 89.20% to 99.998% and all Board members were confirmed for a period of three years until the AGM in 2025. Furthermore, the Company launched a tender for the mandate to audit its stand-alone and consolidated financial statements for the financial year 2022. The tender ended on 13 July 2022. In that time, no applications had been received. Thereafter the Company started a process to invite auditing firms individually. 11. For reasons of prudence, the Board of Directors previously decided not to submit a dividend proposal to the shareholders of the Adler Group until an unqualified audit opinion has been issued and will therefore not make any forward-looking statement on the dividend until further notice, as agreed by the Board of Directors on 29 August 2022. 12. On 18 November 2022, Adler Group announced that it was in advanced negotiations with its bondholders on the conclusion of an agreement to effect certain amendments of the terms and conditions of bonds issued by Adler Group S.A. as well as a provision of secured debt financing for the Adler group of companies. Whether an agreement with bondholders will be concluded is uncertain and being further assessed. In particular, the parties have not yet reached a final agreement on the content of the agreement. The conclusion of the agreement is also subject to the approval of the governing bodies of all parties. 13. On 25 November 2022, following extensive negotiations with a group of bondholders and their legal and financial advisors, Adler Group S.A. as well as its subsidiaries, Adler RE and Consus Real Estate AG (together “Adler group of companies”) entered into an agreement with the members of the steering committee of an ad-hoc group of holders of its notes supporting the stabilisation of the Adler group of companies to effect an amendment of the terms and conditions of the Notes. Concurrently with the conclusion of the lock-up agreement, the Adler Group also entered into a commitment letter with the members of the steering committee, in which they commit to provide the Adler group of companies with up to EUR 937.5 million of new funding to stabilise the Adler group of companies. Adler Group launched a consent solicitation process on 2 December 2022 to effect certain amendments to the terms and conditions of the notes. 14. On 6 December 2022, S&P downgraded the issuer rating of Adler Group S.A. as well as the rating of its unsecured debt from CCC to CC with outlook negative. The issuer rating of Adler Real Estate AG as well as the rating of its unsecured debt was lowered from CCC to CCC- with outlook negative. 15. On 20 December 2022, Adler Group announced the voting results of the initiated consent solicitation to effect the amendment of the terms and conditions of its senior unsecured fixed rate notes. There was overwhelming spport in favour of the consent solicitation and resolutions were passed with the required majority regarding all, but one, series of notes. Following the failure of the consent solicitation, Adler Group proceeded to implement the amendments via an alternative route. Subsequent Events The Group has evaluated transactions or other events for consideration as subsequent events since the reporting date 31 December 2022 in the annual financial statements through 26 September 2024, the date of finalisation of the financial statements. 1. On 11 January 2023, AGPS BondCo PLC (the “ New Issuer ”) was substituted in place of Adler Group as issuer of its six series of senior unsecured notes (“ SUNs ”) (the “ Issuer Substitution ”). In connection with the Issuer Substitution, Adler Group provided irrevocable and unconditional guarantees in relation to the obligations and liabilities under the SUNs, including (but not limited to) payment of the principal of, and interest on, the SUNs. On 24 February 2023, a holder of the SUNs, Plan.e.Anleihe GmbH, commenced proceedings in the Frankfurt Regional Court against Adler Group seeking a declaration that the Issuer Substitution was invalid and unenforceable. Adler Group opposed the relief sought on the grounds that the Issuer Substitution was effected in accordance with the terms and conditions governing each series of SUNs (the “ Terms and Conditions ”), and is and continues to be valid as a matter of German law and will vigorously defend against such declaration in any such proceedings. 2. On 16 February 2023, the New Issuer completed the downlisting of its EUR 400,000,000 1.500% unsecured notes due 2024 (“ 2024 Notes ”), which were admitted to trading on the regulated Market of Luxembourg Stock Exchange, on the Euro MTF. The purpose of the downlisting was to harmonise the 2024 Notes with the other five series of SUNs. 3. On 23 February 2023, BNP Paribas, as principal paying agent, received notices of termination under the Terms and Conditions from certain holders of SUNs (representing approximately 6% of the aggregate principal amount of the SUNs). Such notices were rejected by the New Issuer for procedural deficiencies. On 10 March 2023, the notices of termination were resubmitted. The New Issuer rejected one resubmitted notice for procedural deficiencies and rejected all resubmitted notices on the basis that no valid grounds for such termination exist and therefore considered the purported declarations to be invalid. On 24 March 2023, BNP Paribas again received resubmitted termination notices, which were similarly rejected by the New Issuer on the basis that no valid grounds for such termination exist and that the noteholders of the respective notes were not entitled to terminate the notes due to the presence of an ongoing Restructuring Plan proceeding. 4. On 17 March 2023, the Group sent a request to Adler RE to squeeze-out the remaining minority shareholders of Adler RE. Subsequently on the same date, the Group and Adler RE published an ad-hoc notification disclosing the EUR 8.76 per share cash compensation to be paid to the squeezed-out minority Adler RE shareholders. 5. On 21 March 2023, meetings of holders of the SUNs (the “ Plan Meetings ”) were held to consider and vote on the Group’s proposed Restructuring Plan (the “ Restructuring Plan ”), which aimed to facilitate a successful implementation of amendments to the SUNs and complete the wider financial restructuring of the Group (the “ Restructuring ”), and in doing so help resolve the financial difficulties faced by the Group. Subsequently on 21 March 2023, the Group announced the voting results of the Plan Meetings, noting a strong level of support for the Restructuring Plan and, more broadly, the Group’s comprehensive Restructuring proposal. 6. On 12 April 2023, the High Court of Justice of England and Wales (the “ High Court ”) made an order sanctioning the Restructuring Plan (the “ Sanction Order ”) with the final judgement published on 21 April 2023 (the “ Judgement ”). At the hearing of the High Court’s decision to sanction the Restructuring Plan on 12 April 2023, the ad hoc group of noteholders (the “ AHG ”) opposing the Restructuring Plan stated that it would seek permission to appeal. The New Issuer opposed this application. On 25 April 2023 the High Court declined to grant AHG the permission to appeal. On 16 May 2023, AHG filed an application with the Court of Appeal for permission to appeal and requested that the application for permission to appeal and the substantive hearing of the appeal be dealt with by the Court of Appeal on an expedited basis. The Group made submissions to the Court of Appeal opposing AHG’s request for expedition and intended to oppose the AHG’s application for permission to appeal (as well as its appeal, if permission is granted). 7. On 13 April 2023, the Group announced completion of the Restructuring Plan. Pursuant to the Restructuring Plan, on 17 April 2023, the SUNs were amended in accordance with the amended Terms and Conditions governing each series of SUNs, which included, among other changes: 7.1 2.75% coupons increase until 31 July 2025; after which time, the coupons revert to their respective prior levels; 7.2 extension of the maturity date of the 2024 Notes from 26 July 2024 until 31 July 2025; 7.3 amendments restricting the incurrence of certain indebtedness by the Group, subject to certain carve-outs such as allowing the Group to incur the New Money Funding (as defined below) and refinance certain existing indebtedness; 7.4 amendments to the reporting covenants that temporarily alleviate the reporting obligations placed on the Group; and 7.5 amendments to certain other restrictive covenants to support the new capital structure and liquidity position of the Group. The key amendments are summarised in the table below: EUR 400,000,000 1.500% unsecured notes due 2024 EUR 400,000,000 3.250% unsecured notes due 2025 EUR 700,000,000 1.875% unsecured notes due 2026 EUR 400,000,000 2.750% unsecured notes due 2026 EUR 500,000,000 2.250% unsecured notes due 2027 EUR 800,000,000 2.250% unsecured notes due 2029 Maturity 31 July 2025 As initially scheduled (5 Aug 2025) As initially scheduled (14 Jan 2026) As initially scheduled (13 Nov 2026) As initially scheduled (27 Apr 2027) As initially scheduled (14 Jan 2029) Interest from 13 April 2023 to 31 July 2025 4.250% 6.000% 4.625% 5.500% 5.000% 5.000% Interest after 31 July 2025 past maturity date 3.250% 1.875% 2.750% 2.250% 2.250% Reporting covenant amendments The audited year-end financials for the years ending on 31 December 2022 and 31 December 2023 each to be delivered by 30 September 2024 Financial maintenance covenant A maintenance loan-to-value ratio (“Maintenance LTV Ratio”) covenant that will require the Maintenance LTV Ratio to not exceed 87.5% on each maintenance reporting date (first covenant testing date 31 December 2024) A Maintenance LTV Ratio covenant that will require the Maintenance LTV Ratio to not exceed 87.5% on each maintenance reporting date on and prior to 31 December 2025, and 85% thereafter (first covenant testing date 31 December 2024) Limitations on incurrence of debt The incurrence of debt other than the New Money Facilities (as defined below), certain refinancing indebtedness, and a general basket indebtedness of up to EUR 150,000,000 will not be permitted 8. On 13 April 2023, Adler Group completed a reorganisation of the Group’s corporate structure. Following the completion of the reorganisation (i) Adler Group became the sole shareholder of the newly incorporated Luxembourg entity Adler Group Intermediate Holding S.à r.l. (“Adler Group Intermediate Holding”), which became the sole shareholder of three newly incorporated Luxembourg entities (collectively, the “Collateral LuxCos”) and (ii) all shares in Adler RE, Consus Real Estate AG (“Consus”) and certain other subsidiaries, which were previously directly or indirectly held by Adler Group (except for the New Issuer and for a certain number of the shares in such subsidiaries, which continue to be held by Adler Group), were transferred to the Collateral LuxCos. 9. On 17 April 2023, S&P downgraded the issuer ratings of both Adler Group and Adler RE from CC to SD (selective default). The rating of the unsecured debt for both Adler Group and Adler RE was lowered from CC to D (default). The ratings on Adler RE 2023 SUNs and Adler RE 2024 SUNs unsecured debt was affirmed at CCC-. S&P stated that it will reassess its ratings on Adler Group and Adler RE after the Restructuring is implemented. 10. In accordance with the Restructuring Plan, the Restructuring and related committed funding of up to EUR 937,474,000 (the “ New Money Funding ”), a special purpose vehicle established for the sole purpose of the Restructuring (“ LendingCo ”) issued EUR 937,474,000 12.500% notes due 30 June 2025 (the “ New Money Notes ”) and subsequently LendingCo lent the New Money Notes proceeds to the Group via loan facilities (the “ New Money Facilities ”) under a facilities agreement dated 22 April 2023 (the “ New Money Facilities Agreement ”): 10.1 EUR 322,474,000 term loan facility with Adler Group, with proceeds funding (i) the repayment of the existing upstream loan from Adler RE and (ii) the payment of fee incurred in relation to the New Money Funding; 10.2 EUR 235,000,000 term loan facility (“ Facility ARE ”) with Adler Group, with proceeds funding a non-interest bearing shareholder loan to Adler RE to fund repayment of the Adler RE 2023 SUNs in full on its maturity date (27 April 2023). The non-interest bearing shareholder loan to Adler RE was entered into on 27 April 2023; 10.3 Up to EUR 80,000,000 term loan facility with Consus subsidiaries, with proceeds funding certain capital expenditures; and 10.4 EUR 300,000,000 term loan facility (“ Facility 2024 ”) with Adler Group, to fund a non-interest bearing shareholder loan to Adler RE to, in turn, fund the repurchase and/or repayment of the Adler RE 2024 SUNs. 11. Certain members of the Group provided guarantees and transaction security in favour of Global Loan Agency Services GmbH, as security agent, to secure the claims under the New Money Facilities. In addition, two intercreditor agreements were executed on 22 April 2023 to govern the enforcement of collateral and the waterfall for the distribution of enforcement proceeds amongst the different classes of Group creditors. 12. On 24 April 2023, Adler Group increased its share capital by EUR 42,303.68 from EUR 145,712.69 to EUR 188,016.37 by issuing 34,115,874 new shares from the authorised capital. The new shares were delivered to the New Money Investors. 13. On 27 April 2023, S&P upgraded the issuer ratings of both Adler Group and Adler RE from SD to CCC+ with outlook negative. Furthermore, the issue rating on the Adler Group bond which had been extended from 2024 to 2025 and the two Adler RE AG bonds due in 2024 and 2026 were upgraded to CCC+. The rating of the remaining Adler Group bonds was raised to CCC-. The New Money Funding note was assigned a rating of B. 14. On 1 June 2023, Adler Group announced the extension of its Senior Management as part of the implementation of the Restructuring Plan. With effect from 19 June 2023, Hubertus Kobe was appointed as Chief Restructuring Officer (CRO) thereby joining the Senior Management of Adler Group. The responsibilities of the newly created CRO position will primarily include overseeing the restructuring of Adler Group in accordance with the approved Restructuring Plan. Also, the employment contract of Chief Executive Officer (CEO) Thierry Beaudemoulin was renewed. 15. On 21 June 2023, the annual General Meeting (AGM)was held. All proposed resolutions were adopted with large majorities up to 100%. Thomas Echelmeyer was appointed to become Director and member of the Board of Directors in addition to his current role as CFO. The annual General Meeting also approved the appointment of both Dr. Heiner Arnoldi and Stefan Brendgen as members of the Board of Directors. Prof. Dr. A. Stefan Kirsten, Thierry Beaudemoulin, Thilo Schmid and Thomas Zinnöcker remained members of the Board of Directors. The Group’s Board of Directors thus consists of seven individuals, five of them independent, with extensive expertise in corporate governance, real estate, finance, restructuring and capital markets. 16. On 21 June 2023, the extraordinary General Meeting (EGM) approved continuing the Company. 17. On 29 June 2023, the Board of Directors expressed its full confidence in and support for Senior Management member Sven-Christian Frank. Previously, Sven-Christian Frank had asked to be temporarily released from his duties and responsibilities in connection with the investigations by the public prosecutor’s office in which he is listed as an accused. The Board of Directors did not comply with this request. 18. On 3 July 2023, Adler Real Estate AG agreed with its parent company Adler Group to grant it a loan of up to EUR 75 million and a term until 30 June 2025 with interest at market rates. 19. On 29 September 2023, Adler Group S.A. successfully placed EUR 191,000,000 senior secured notes due 31 July 2025 (the “ New Notes ”). The New Notes will be issued at 100% of their nominal value and accrue an annual PIK-amount of 21%. The New Notes are secured in ranking after the relevant asset level financings and the Company’s financing obtained in connection with the restructuring under the Company’s existing intercreditor agreement (i.e., secured on a “1.5 Lien” basis). The net proceeds from the issuance of the New Notes will be used to repay the Company’s outstanding EUR 165,000,000 senior secured convertible notes due 23 November 2023 (the “Convertible Notes”) and certain promissory notes (Schuldscheine) issued by ADO Lux Finance S.à r.l. and guaranteed by the Company. The Company intended for the New Notes to be quoted on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. The issuance closed on 9 October 2023. 20. On 9 October 2023, Adler Group announced the results of the tender offer launched on 29 August 2023 (the “ Tender Offer ”) to repurchase its outstanding EUR 165,000,000 senior secured Convertible Notes due 23 November 2023. The total tendered (and not validly withdrawn) amount under the Tender Offer is EUR 69,500,000 (representing 42.12% of the nominal amount outstanding). The Company accepted the full tendered amount for a purchase price of EUR 97,000 per EUR 100,000 principal amount plus accrued interest. The Tender Offer was settled on 12 October 2023. The Tender Offer was financed with the net proceeds from the placement of new EUR 191,000,000 senior secured notes due 31 July 2025, which closed on 9 October 2023. 21. On 16 October 2023, Adler Group announced that it had successfully completed its search for an auditor for the financial years 2022 and 2023. The Board of Directors of Adler Group received a declaration of acceptance of a corresponding engagement from AVEGA Revision S.à r.l. (“AVEGA Revision”) and set in motion the convening of a General Meeting (GM) for the appointment of the auditor, which took place on 27 November 2023. A resolution was passed at the General Meeting, that AVEGA Revision will be responsible for the audit of the annual and consolidated financial statements of Adler Group for the financial years 2022 and 2023. Three other auditing firms will be responsible for the audit of the sub-areas relevant to the Group (“component audit”): Rödl & Partner had already been appointed by the court to audit the 2022 annual and consolidated financial statements of Adler RE. Morison Köln AG was commissioned with the sub-area audit of the sub-group Consus Real Estate AG. DOMUS Steuerberatungs-AG Wirtschaftsprüfungsgesellschaft will audit the individual financial statements of the German property companies of Adler Group. 22. On 19 October 2023, Adler Group announced that the competent local court in Berlin entered the resolution on the transfer of the shares of the remaining minority shareholders of Adler RE to Adler Group as the majority shareholder in the commercial register. The corresponding resolution of the annual General Meeting of Adler RE of 28 April 2023 thus became effective. The entry was enabled after the competent Superior Court in Berlin ruled in a release procedure (“Freigabeverfahren”) that the pending avoidance actions do not prevent the entry. The minority shareholders were entitled to an appropriate cash compensation for the transfer of their shares, which was set at EUR 8.76 per share of Adler RE which was resolved upon by the annual General Meeting. The cash compensation was paid out in exchange for the shares being derecognised. On 2 November 2023, Adler RE was delisted from the regulated market (Prime and General Standard). Furthermore, with effect on 4 January 2024, Adler Real Estate AG was transformed into Adler Real Estate GmbH. 23. On 23 January 2024, Adler Group S.A. confirmed that it will continue its restructuring path as planned. This followed the same day’s decision by the Court of Appeal of England and Wales on 23 January 2024 to set aside the Sanction Order made by the High Court of Justice of England and Wales on 12 April 2023. Pursuant to the Sanction Order, the bonds issued by AGPS BondCo plc, a wholly owned subsidiary of Adler Group, were amended as of 17 April 2023. Since then, the amended bond terms have formed the basis of the Adler Group’s ongoing liabilities, and the appellants in April 2023 did not apply for the appeal to have a suspensive effect on the Sanction Order. The implementation of the restructuring in April 2023 was carried out in accordance with German law and therefore the terms and conditions of the bonds remain valid regardless of the decision by the Court of Appeal to set aside the Sanction Order. The Court of Appeal’s decision was made following a hearing lasting several days at the end of October 2023. While Adler Group respects the decision of the Court of Appeal to set aside the Sanction Order, the decision has no impact on the Adler Group or the effective amendments to the bond terms. 24 On 19 February 2024, Prof. Dr. A. Stefan Kirsten resigned from his office as Chairman of the Board of Directors of Adler Group S.A. with immediate effect for health reasons and left the Board. This was announced by the Company following an extraordinary meeting of the Board of Directors. Stefan Brendgen, member of the Board, assumed the office of Chairman of the Board of Directors. 25. On 25 April 2024, Adler Group announced that it is in advanced negotiations with a steering committee of bondholders (“SteerCo”) to, among other plans, refinance and extend existing financial indebtedness, partially subordinate existing financial indebtedness and issue instruments representing majority voting control in Adler Group to bondholders. These discussions resulted in a non-binding agreement in principle and the parties were aiming for a lock-up agreement (“Lock-up Agreement”) to be signed with the members of the SteerCo and further bondholders of the Group in due course. 26. On 7 May 2024, S&P downgraded Adler Real Estate’s EUR 300,000,000 3.000% senior unsecured notes due 27 April 2026, Adler Group’s EUR 191,000,000 21.000% senior secured notes due 31 July 2025 and EUR 400,000,000 4.250% senior secured notes due 31 July 2025 to CCC- from CCC+. The issue rating of the Adler Group EUR 937,474,000 12.500% New Money Facilities due 30 June 2025 was also downgraded from B to CCC+. Moreover, the ratings of Adler Group’s second lien senior secured notes with a total volume of EUR 2,800,000,000 due between August 2025 to January 2029 were lowered from CCC- to C. The issuer credit rating of Adler Group was also downgraded from CCC+ to CCC-. 27. On 24 May 2024, Adler Group announced that Mr Matthias Moser is to be proposed as a new Board member at the upcoming annual General Meeting (AGM) on 25 June 2024. This proposed appointment followed the resignation of Prof. Stefan A. Kirsten in February 2024. Dr. Heiner Arnoldi and Thomas Zinnöcker also tendered their resignations with effect as of the upcoming AGM. Following the AGM’s approval of the appointment on 25 June 2024, the Board of Directors consists of five members. The Board is therefore composed as follows: Stefan Brendgen (Chairman), Thierry Beaudemoulin (CEO), Thomas Echelmeyer (CFO), Matthias Moser, and Thilo Schmid. 28. On 24 May 2024, Adler Group announced that it had entered into a binding Lock-Up Agreement with the SteerCo supporting a comprehensive recapitalisation of the Group. The Lock-Up Agreement was signed by bondholders representing more than 60% of the 2L Senior Secured Notes (“2L Notes”) issued by Adler Group’s subsidiary AGPS BondCo plc. The first component of the agreement is to extend the existing Group debt maturities to December 2028, December 2029, and January 2030. The second component is to strengthen Adler Group’s equity by approximately EUR 2.3 billion, which is expected to be achieved through the conversion of most of the existing 2L Notes into subordinated perpetual notes with terms consistent with equity classification under IFRS, thereby stabilising the Group’s balance sheet. Together with the remaining reinstated 2L Notes of EUR 700 million, the perpetual notes form new notes, totalling approximately EUR 3 billion. Furthermore, Adler Group will be provided with up to EUR 100 million of fresh money through an increase in the existing 1L New Money Facility provided by a special purpose vehicle at the initiative of the bondholders. Additionally, the finance documents will provide for the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024, which would otherwise be applied in mandatory repayment of the existing 1L New Money Facility. As part of the recapitalisation transaction, bondholders are to receive the majority in Adler Group’s voting rights. Following the implementation of the transaction, all outstanding common shares are to represent 25% of Adler Group’s total voting rights. The remaining 75% of total voting rights will be represented by the bondholders. All common shares continue to represent 100% of Adler Group’s dividend distribution rights. 29. Effective on 31 May 2024, Hubertus Kobe, Chief Restructuring Officer (CRO) and member of the Senior Management of Adler Group, decided to leave the Company. The position of the CRO will not be filled again. 30. On 18 June 2024, Adler Group announced that its bondholders cleared the way for the Group’s comprehensive recapitalisation following a consent solicitation that was conducted after the binding agreement with a steering committee of bondholders had been announced on 24 May 2024. In the consent solicitation, more than 90% of the present and voting bondholders of each series approved the amendment of the terms and conditions of the senior secured notes issued by AGPS BondCo plc, a 100% direct subsidiary of Adler Group S.A. (the “Notes”). The 75% (present and voting) bondholder approval needed to implement the proposed amendments was far surpassed in each series of Notes, which underlined the strong and unified support received to effect certain amendments to the Notes (the “Proposed Amendments”). Adler Group stated that it will procure the implementation of the Proposed Amendments, which are subject to the fulfilment of certain conditions set out in the corresponding consent solicitation statement and will inform the bondholders as soon as the implementation conditions have been fulfilled or waived. 31. On 24 June 2024, S&P lowered the long-term issuer credit ratings of Adler Group to ‘SD’ (selective default) from ‘CCC-. Moreover, the ratings of Adler Group’s second lien senior secured notes with a total volume of EUR 2,800,000,000 due between August 2025 to January 2029 were reduced from C to D. S&P has placed the following four notes on CreditWatch: Adler Group EUR 937,474,000 12.500% New Money Facilities due 30 June 2025, Adler Group EUR 191,000,000 21.000% senior secured notes due 31 July 2025, Adler Group EUR 400,000,000 4.250% senior secured notes due 31 July 2025 and Adler Real Estate’s EUR 300,000,000 3.000% senior unsecured notes due 27 April 2026. S&P stated that they will reassess their ratings of Adler Group and Adler RE after the restructuring is implemented and expect an upgrade to a ‘CCC+’ rating. 32. In June 2024, a Berlin-based property company of Adler Group entered into an agreement with a German bank, according to which the latter extended a secured loan of approximately EUR 77 million by more than four years until October 2028. Also in June 2024, a different Berlin-based property company of Adler Group entered into an agreement with another German bank, according to which the latter extended a secured loan of approximately EUR 48 million by more than four years until December 2028. 33. On 9 August 2024, the reconvened extraordinary General Meeting (EGM) of Adler Group approved the proposed amendments to the articles of association of Adler Group, including authorising the Board of Directors to issue voting securities representing 75% of the voting rights. With this approval, the EGM voted in favour of the recently announced comprehensive recapitalisation. Bondholders invested in the 2L Notes shall receive 75% of the voting rights of Adler Group. Such voting rights will not participate in the dividends of Adler Group. 34. In August 2024, a group of Berlin-based property companies of Adler Group entered into an agreement with a German bank, according to which the latter extended a secured loan of approximately EUR 136 million by more than three years until October 2028. 35. On 19 September 2024, Adler Group declared that the comprehensive recapitalisation announced on 24 May 2024 had been completed. The recapitalisation was implemented through the conversion of certain of the existing 2L notes into subordinated perpetual notes which are classified as equity under IFRS, thereby strengthening Adler Group’s book equity by approximately EUR 2.3 billion and stabilising its balance sheet. In connection therewith, certain of the Group’s existing debt maturities were extended to December 2028, December 2029, and January 2030. Furthermore, Adler Group was provided with additional liquidity in the amount of approximately EUR 87 million through an increase in the existing 1L New Money Facility and also the ability to hold back disposal proceeds of up to EUR 250 million realised as from April 2024. Additional information can be found on the Adler Group website: https://www.adler-group.com/en/investors/publications/news EPRA Overarching Recommendations The Adler Group prepared this report in line with the European Public Real Estate Association (EPRA) reporting criteria for sustainability reports, as described in the insti- tute’s “Best Practices Recommendations” of September 2017. All these criteria correspond to the Global Reporting Standards (GRI). Operational boundaries The information on energy consumption and greenhouse gas emissions for 2022 relates to the portfolio held by Adler Group at the end of the reporting period. If the coverage for an energy source is not 100%, this fact is noted. Coverage Information on personnel-related parameters and corporate governance disclosure relates to the Adler Group with all its Group companies. Information on stocks always relates to 31 December; information on flows is always for the year as a whole. Information on flows also includes data for properties that were sold or acquired during a period, i.e., that were not owned by the Group for the entire period. There are no data on the number of buildings with sustainability certificates. The Adler Group intends to have all new buildings certified as well as buildings that undergo energy efficiency improvement. This is why Adler Group has become a member of the German Sustainable Building Council (DGNB). 2022 no new buildings for the own portfolio have been completed. Neither have existing buildings undergone energy efficiency improvements as the portfolio has been materially altered. The Adler Group has practically no influence on water consumption, waste volumes incurred or the nature of their disposal. This is because the water supply and waste disposal are services typically provided by municipal companies or by companies acting on their behalf on the basis of local monopolies. Typically, these services are supplied to the tenants directly, without interference by Adler Group. Estimation of landlord-obtained consumption Disclosures on the individual parameters do not include any estimates. In all cases, the figures have been actually measured, counted or derived from energy certificates. Third party assurance The Board of Directors examined the content of the report. It has not been subjected though to a limited assurance review in line with the international standards on assurance engagements (ISAE 3000) for reasons that Adler Group was not able to contract an auditor for the 2022 report after the auditor for the 2021 report had issued a disclaimer of opinion. The main financial and non-financial information that serves the internal management and further development of the Company is described in the annual report. Boundaries – reporting on landlord and tenant consumption The Adler Group has only limited influence on the total amount of energy used by tenants for their various purposes. In case of district heating or contracting, the Adler Group has no direct influence on the efficiency of this supply. Influence on heating consumption is thus limited to properties where the heating systems belong to the Adler Group. This also applies to electricity consumption. The Adler Group cannot influence its tenants as far as their private choice of their preferred electricity supplier or the preferred type of electricity is concerned, but can only do so in relation to electricity used in the common areas of its properties. Here, it can decide on the electricity providers and which energy sources are used. In the (office) buildings rented for the Company’s own administration, the Adler Group can influence consumption, but has only limited influence on the buildings’ technical facilities. Segmental analysis (by property type, geography) The Adler Group’s portfolio almost exclusively comprises rental units which, in terms of facilities and quality, fall into the category of affordable housing. They are exclusively located in Germany and thus in a region that is highly homogeneous in terms of climate, infrastructure and the need for safeguards against certain weather events. The properties were therefore not assigned to different segments. The non-financial reporting procedure is thus the same as for the financial reporting. Disclosure on own offices The Adler Group reports on energy consumption at its own locations, which are mostly rented, in this report in the chapter “Sustainability within the company’s organisation”. Narrative on performance The Adler Group focusses its non-financial reporting on the topics derived from the materiality analysis. In the Company’s opinion, these are the most significant ESG issues and fully comply with the relevant legal or regulatory provisions. The key events and developments in these areas in 2022 are described in this report. Location of EPRA sustainability performance measures in companies’ reports The EPRA key performance indicators for the year 2022 are published, for the first time, in a combined report containing all relevant financial and non-financial information for the year. The Adler Group has thus opted for a type of reporting which will become mandatory from next year on anyway. Reporting period The reporting period for all data relating to sustainability in this report is the 2022 calendar year. Prior-year comparisons relate to the 2021 calendar year. The reporting period is the same as in financial reporting. Materiality For 2022, the Adler RE has reviewed the materiality analysis of the previous year, adapted it in light of the changes in the overall settings and has reformulated it where appropriate. This analysis is presented in this report in the chapter sustainability policy/reporting. EPRA Performance Measures The following tables show the indicators as recommended by EPRA in its “Best practice recommendations”. They also refer to the relevant GRI standards. The deviations from the previous year, some of which are considerable, are mainly due to the fact that the number of existing properties in the portfolio has decreased significantly. Where calculation procedures have changed or other effects need to be taken into account in the comparison of the figures, this is explained in the footnotes. Environmental Performance Measures EPRA-Code GRI-Standard and CRESD- Indicator-Code Unit(s) of measure Feature Coverage in 2021 (%) 2021 Adler Group Coverage in 2022 (%) 2022 Adler Group Change in (%) Elec Elec-tenant Elec-Abs 302-1 kWh Total electricity consumption, tenants 100% 11,765,227 100% 4,807,932 -59.1 Elec-landlord (1) Elec-Abs 302-1 kWh Total electricity consumption, landlord 100% 774,709 100% 759.215 -2.0 Elec Elec-Abs 302-1 kWh Total electricity consumption 100% 12,539,936 100% 5,567,147 -55.6 Elec-tenant Elec-Lfl 302-1 kWh Like-for-like total electricity consumption, tenants 100% 11,765,227 100% 4,788,590 -4.3 Elec-landlord (1) Elec-Lfl 302-1 kWh Like-for-like total electricity consumption, landlord 100% 774,709 100% 759.215 -2.0 Elec (2) Elec-Lfl 302-1 kWh Like-for-like total electricity consumption 100% 12,539,936 100% 5,547,805 -4.0 DH&C DH&C tenant (3) DH&C-Abs 302-1 kWh Total district heating and cooling consumption, tenants 85% 294,596,414 85% 125,612,668 -57.4 DH&C landlord (1) DH&C-Abs 302-1 kWh Total district heating and cooling consumption, landlord 100% 2,812,449 100% 2,756,200 -2.0 DH&C DH&C-Abs 302-1 kWh Total district heating and cooling consumption 85% 297,408,862 85% 128,368,868 -56.8 EPRA-Code GRI-Standard and CRESD- Indicator-Code Unit(s) of measure Feature Coverage in 2021 (%) 2021 Adler Group Coverage in 2022 (%) 2022 Adler Group Change in (%) DH&C tenant DH&C-LfL 302-1 kWh Like-for-like total district heating and cooling consumption, tenants 71% 242,966,342 71% 125,612,668 -2.0 DH&C landlord (1) DH&C-LfL 302-1 kWh Like-for-like total district heating and cooling consumption, landlord 100% 2,812,449 100% 2,756,200 -2.0 DH&C DH&C-LfL 302-1 kWh Like-for-like total district heating and cooling consumption 71% 245,778,791 71% 128,368,868 -2.0 Fuels-Abs Fuels tenants Total fuel consumption for heating, tenants Fuels-Abs (4) 302-1 kWh 80% 32,392,094 80% 12,956,838 -60.0 of which natural gas 302-1 kWh 82% 26,736,585 82% 10,694,634 -60.0 of which heating oil 302-1 kWh 73% 5,655,509 73% 2,262,204 -60.0 Fuels Landlord Total fuel consumption for heating, landlord Fuels-Abs (1) 302-1 kWh 100% 7,137,639 100% 5,346,808 -25.1 of which natural gas (1) 302-1 kWh 100% 1,231,154 100% 1,206,531 -2.0 of which heating oil (1) 302-1 kWh 100% 20,490 100% 20,080 -2.0 of which cars, machinery 302-1 kWh Total fuel for cars, machinery, landlord 100% 5,885,996 100% 4,120,197 -30.0 Total fuel consumption 302-1 Annual kWh Total 100% 39,529,733 100% 18,303,645 -53.7 Fuels-Lfl Fuels tenants Fuels-Lfl 302-1 kWh Like-for-like total fuel consumption, tenants 80% 32,392,094 80% 12.956.838 -0.8 of which natural gas 302-1 82% 26,736,585 82% 10,694,634 -1.0 of which heating oil 302-1 73% 5,655,509 73% 2,262,204 0.0 EPRA-Code GRI-Standard and CRESD- Indicator-Code Unit(s) of measure Feature Coverage in 2021 (%) 2021 Adler Group Coverage in 2022 (%) 2022 Adler Group Change in (%) Fuels landlords Fuels-Lfl (1) 302-1 kWh Like-for-like total fuel consumption, landlord 100% 7.137,639 100% 5,346,808 -4.3 of which natural gas (1) 302-1 100% 1,231,154 100% 1,206,531 -2.0 of which heating oil (1) 302-1 100% 20,490 100% 20,080 -2.0 of which cars, machinery 302-1 100% 5,885,996 100% 4,120,197 -5.0 Fuels-Lfl 302-1 kWh Like-for-like total fuel consumption 100% 39,529,733 100% 18,303,645 -1.9 Energy-Int Elec 302-1 kWh/m 2 100% 3.19 100% 3.14 -1.8 DH&C 302-1 kWh/m 2 85% 140.87 85% 133.88 -5.0 Fuels 302-1 kWh/m 2 80% 172.37 80% 169.40 -1.7 Energy-Int CRE1 kWh/m 2 Building energy intensity 94% 148.63 94% 145.20 -2.3 GHG-Dir-Abs (Scope 1) Total direct greenhouse gas (GHG) emissions (Scope 1) Natural gas 305-1 Tonnes of CO 2 82% 5,622 82% 2,392 -57.4 thereof tenants 305-1 Tonnes of CO 2 82% 5,374 82% 2,150 -60.0 thereof landlord 305-1 Tonnes of CO 2 100% 247 100% 243 -2.0 Heating oil 305-1 Tonnes of CO 2 73% 1,584 73% 637 -59.8 thereof tenants 305-1 Tonnes of CO 2 73% 1,578 73% 631 -60.0 thereof landlord 305-1 Tonnes of CO 2 100% 6 100% 6 -4.0 Cars/machinery, landlord 305-1 Tonnes of CO 2 100% 1,572 100% 1,100 -30.0 GHG- Dir-Abs 305-1 Tonnes of CO 2 80% 8,777 80% 4,129 -53.0 GHG-Indir-Abs (Scope 2) Total indirect greenhouse gas (GHG) emissions, (Scope 2) Elec 305-2 Tonnes of CO 2 100% 7,391 100% 3,270 -55.8 DH&C 305-2 Tonnes of CO 2 85% 63,301 85% 27,322 -56.8 Fuels (5) 305-2 Tonnes of CO 2 GHG-Indirect-Abs 305-2 Tonnes of CO 2 87% 70,692 87% 30,592 -56.7 EPRA-Code GRI-Standard and CRESD- Indicator-Code Unit(s) of measure Feature Coverage in 2021 (%) 2021 Adler Group Coverage in 2022 (%) 2022 Adler Group Change in (%) GHG-Int Tonnes of CO 2 /residential unit CRE3 Tonnes of CO 2 / residential unit Greenhouse gas (GHG) intensity from building energy consumption 94% 2.15 94% 2.10 -2.4 Tonnes of CO 2 /m 2 CRE3 Tonnes of 94% 0.034 94% 0.033 -2.7 Water-Abs Water Abs 303-1 m 3 /year Total water consumption, tenants (withdrawal from the water mains) 23% 2,026,954 74% 5,384,482 n/a Water LfL 303-1 m 3 /year Like-for-like total water consumption 16% 1,601,614 48% 3,502,788 n/a Water Int CRE2 m 3 /m 2 Water intensity of buildings (tenants) 23% 2.44 74% 3.89 n/a EPRA-Code GRI-Standard and CRESD- Indicator-Code Unit(s) of measure Feature Coverage in 2021 (%) 2021 Adler Group Coverage in 2022 (%) 2022 Adler Group Change in (%) Waste-Abs 306-2 Total volume waste and proportion by disposal route (annual m 3 ) Total volume of waste per tenant 100% 365,759 100% 251,514 -31.2% Recyclable material 100% 44,502 100% 27,813 -37.5% Glass 100% 4,829 100% 3,033 -37.2% Paper 100% 85,085 100% 59,767 -29.8% Organic waste 100% 15,378 100% 8,804 -42.7% Recycling rate 100% 36.75 100% 36,03 - 0.72 PP Residual waste 100% 215,939 100% 152,096 -29.57% Waste-LfL 306-2 Total volume waste and proportion by disposal route (annual m 3 ) 365,759 155,939 1.4% Cert-Tot (6) CRE8 Certified buildings 0 0 (1) All landlord-based data in the table are taken from the 2021 figures and assume a reduction of 2% annually in line with the energy management system. (2) This does not include the Scope 3 electricity consumption of the storage heaters. (3) Consumption data were used where available. Energy certificates were used where consumption data were not available. (4) Based on energy certificates only, thus reflecting portfolio change. Does not include the Scope 3 gas consumption of the gas heating. (5) Fuels are missing because we only serve Scope 1, not Scope 2 - fuels in the company. (6) Certification is planned for all development projects and modernisation activities. Such projects were not completed in 2021 nor in 2022. Social Performance Measures EPRA Code Feature GRI Standard and CRESB Indicator Code Unit(s) of Measure 202 1 202 2 Diversity-Emp Employee gender diversity 405-1 Percentage of employees m f d m f d Management 7 1 0 Management 4 0 0 Executives 50 10 0 Executives 33 9 0 Diversity-Pay Employee gender diversity 405-2 Remuneration of female employees in relation to average pay of relevant group in % Second management level 107 Second management level 98 Third management level 79 Third management level 77 Total 90 Total 96 Emp-Training Employee training and development 404-1 Average hours 1.2 5.8 Emp-Dev Employee performance appraisals 404-3 Percentage of employees 12.0 16.0 Emp-Turnover New hires and turnover rate 401-1 Total and rate New hires New hires Absolute Rate (%) Absolute Rate (%) 212 16.7 155 19.0 Departures Departures Absolute Rate (%) Absolute Rate (%) 237 18.6 229 28.0 H&S-Emp Employee health and safety 403-2 Injury rate, absentee rate and number of work related fatalities Accidents per 100,000. wor- king hours 0.8 Accidents per 100,000. working hours 1.1 Lost working days per 100,000 working hours 13.2 Lost working days per 100,000 working hours 29.7 Absentee rate 5.6% Absentee rate 6.0% Fatalities 0 Fatalities 1 EPRA Code Feature GRI Standard and CRESB Indicator Code Unit(s) of Measure 202 1 202 2 H&S-Asset Asset health and safety assessments 416-1 Percentage of assets 100% 100% H&S-Comp Asset health and safety compliance 416-2 Number of incidents 0 0 Comty-Eng Community engagement, impact assessment and development programmes 413-1 Percentage of assets 100% 100% Tenants can reach the Adler Group personally through the service hotline, caretakers or the contact/tenant offices. Tenants are systematically involved and consulted in all modernisation work. In its development projects, the Adler Group maintains a constant dialogue with communities, investors and representatives of different interest groups. Governance Performance Measures EPRA Code Feature GRI Standard and CRESB Indicator Code Unit(s) of Measure 202 1 202 2 Gov-Board Composition of the highest governance body 102- 9 Number Number of members of the Board of Directors 8 Number of members of the Board of Directors 4 Average term of office 1 Average term of office 1 Gov-Selec Process of nomination and selecting the highest governance body 102-10 Criteria are applied in the selection process that are derived from both Luxembourg law and the German Corporate Governance Code, to which the Adler Group is committed. Criteria are applied in the selection process that are derived from both Luxembourg law and the German Corporate Governance Code, to which Adler Group is committed. (see chapter Corporate Governance) Gov-CoI Process of managing conflicts of interest 102-15 The members of the highest governance body are also subject to the company ’ s compliance requirements. In addition, the governance bodies are regularly questioned in the course of the audits of the annual financial statements in accordance with recognised auditing standards. The members of the highest governance body are also subject to the company ’ s compliance requirements. In addition, the governance bodies are regularly questioned in the course of the audits of the annual financial statements in accordance with recognised auditing standards. (see chapter Corporate Governance) TCFD Content Table Implementation of the TCFD recommendations Governance Strategy Risk management Metrics and targets TCFD recommendations Organisational structure of the company regarding climate-related risks and opportunities Actual and potential impacts of climate-related risks and opportunities on the organisation‘s business, strategy, and financial planning How the organisation identifies, assesses, and manages climate- related risks Metrics and targets used to assess and manage relevant climate-related risks and opportunities Chapter in the combined annual report 2022 Welcome to Adler Group, Letter from the Chairman, Sustainability policies, Corporate Governance Report. Letter from the Senior Management, Sustainability policies, Forecast report, Sustainability risks and opportunities Sustainability policies, Sustainability risks and opportunities Sustainability policies, Corporate Governance Report, Principles of Corporate Governance, Sustainability risks and opportunities, EPRA Performance measures Financial Calendar 2024 Adler Group S.A. 2 8 November 202 4 Publication Q 3 202 4 Results Online Financial Calendar www.adler-group.com Imprint Coordination: Investor Relations Adler Group S.A. Concept, Design & Artwork: brandcooks GmbH by UPWIRE Group Hamburg, Zurich, Cape Town Felix Ernesti Art Director & Graphic Designer, Berlin Adler Group S.A. 55 Allée Scheffer 2520 Luxembourg Grand Duchy of Luxembourg [email protected] www.adler-group.com
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