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Adler Group

Major Shareholding Notification May 24, 2023

9962_mrq_2023-05-24_30b33415-2098-4162-bc33-2814eb9c24a6.pdf

Major Shareholding Notification

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Adler Group S.A.

Release according to Article 11(6) of the Luxembourg Transparency Law with the objective of dissemination with the objective of Europe-wide distribution

Adler Group S.A. Release according to Article 11(6) of the Luxembourg Transparency Law with the objective of dissemination with the objective of Europe-wide distribution 24.05.2023 / 12:50 CET/CEST Dissemination of a Voting Rights Announcement transmitted by EQS News - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

Standard form for notification of major holdings

Form to be used for the purposes of notifying a change in major holdings pursuant to the amended law and Grand-ducal Regulation of 11 January 2008 on transparency requirements for issuers (referred to as "the Transparency Law" and "the Transparency Regulation") (HOS-1 form)

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

Filing reference 3864

Submitted at (Luxembourg time) 2023-05-23 18:44

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached":

ADLER Group S.A.

2. Reason for the notification :

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligationiv:

Name:

Taconic Capital Advisors L.P

City and country of registered office (if applicable): New York, United States

4. Full name of shareholder(s) (if different from 3.) Y:
The person is the same as the person subject to the notification (section 3)
reached ": 5. Date on which the threshold was crossed or 2023-05-17
6. Total positions of person(s) subject to the notification obligation:
attached to
shares (total of
7.A)
% of voting rights % of voting rights Total of both in %
through financial
instruments
(total of 7.B.1 +
7.B.2)
(7.A + 7.B) Total number of
voting rights of
issuervii
Resulting
situation on the
date on which
threshold was
crossed or
reached
4.17 0.83 5.01 151,626,107
Position of
previous
notification (if
applicable)
N/A
  1. Notified details of the resulting situation on the date on which the threshold was crossed or reachedVill.

A: Voting rights attached to shares

Class/type Number of voting rights™ % of voting rights
of shares
ISIN code (if
possible)
Direct
(Art. 8 of
the
Transparen
cy Law)
Indirect
(Art. 9 of the
Transparency Law)
Direct
(Art. 8 of the
Transparency Law)
Indirect
(Art. 9 of
the
Transparen
cy Law)
LU1250154
413
4,508,706 0 2.97 % 0.00 %





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No. Name *v % of voting
rights held
% of voting
rights
Total of both Directly
controlled by
by ultimate through (use
controlling financial number(s)
person or instruments from 1st
entity or held by column)
held directly ultimate
by any controlling
subsidiary if person or
it equals or is entity or
higher than held directly
the by any
notifiable subsidiary if
threshold it equals or is
higher than
the
notifiable
threshold

N/A

9. In case of proxy voting:

N/A

10. Additional information™:

Taconic Capital Advisors L.P., in its capacity as an investment manager of funds holding securities in the issuer, has the power to vote, and to execute proxies, waivers, consents, and other instruments with respect to the securities or to refrain from the exercise of such rights to vote, consent, waive, or take other action, in such manner as Taconic Capital Advisors L.P. may determine in its discretion.

Date 2023-05-23 18:44

Notes

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

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

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

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

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

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

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

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

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

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

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

depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

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

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

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

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

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

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

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

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

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

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

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

xv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity also has to be presented in the cases in which only on subsidiary level a threshold is

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

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

XVI Example: Correction of a previous notification.

24.05.2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.

Archive at www.eqs-news.com

Language: English
Company: Adler Group S.A.
55 Allée Scheffer
2520 Luxembourg
Luxemburg
Internet: www.adler-group.com
End of News EQS News Service

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