Adler Group

Declaration of Voting Results & Voting Rights Announcements • Feb 25, 2022

Adler Group S.A.
WKN: A14U78 ISIN: LU1250154413 Land: Luxemburg
Nachricht vom 25.02.2022 15:58
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. 25.02.2022 / 15:58 Dissemination of a Voting Rights Announcement transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.
ANNEX A: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the CSSF)i 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: Adler Group S.A. 1B, Heienhaff L-1736 Senningerberg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 197.554 2. Reason for the notification (please tick the appropriate box or boxes): [ ] An acquisition or disposal of voting rights [ ] An acquisition or disposal of financial instruments [ ] An event changing the breakdown of voting rights [X] Other (please specify)iii: (i) right to instruct a security agent to exercise voting rights.			(ii) termination of rights under a financial instrument (call option).
3. Details of person subject to the notification obligationiv: Name: Vonovia SE		City and country of registered office (if applicable):
			Bochum, Germany
4. Full name of shareholder(s) (if different from 3.)v:
GLAS Trust Corporation Limited					22 February 2022
5. Date on which the threshold was crossed or reachedvi: 6. Total positions of person(s) subject to the notification obligation:		% of voting rights attached to shares (total of 7.A)	% of voting rights through financial instruments	Total of both in % (7.A + 7.B)	Total number of voting rights of issuervii
Resulting situation on the date on which threshold was crossed or reached Position of previous notification (if applicable)		20.49% 0.0000004%	(total of 7.B.1 + 7.B.2) 0.00% 13.30%	20.49% 13.30%	117,510,233 /
7. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii: A: Voting rights attached to shares Class/type of Number of voting rightsix shares Direct ISIN code (if (Art. 8 of the possible) Transparency Law) LU1250154413	Indirect (Art. 9 of the Transparency Law) 50	% of voting rights 24,082,663	Direct (Art. 8 of the Transparency Law)	0.00004% %	Indirect (Art. 9 of the Transparency Law) 20.49% %
SUBTOTAL A (Direct & Indirect)		24,082,713		%	% 20.49%
B 1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law Expiration datex Type of financial instrument	Exercise/ Conversion Periodxi	instrument is	Number of voting rights that may be acquired if the exercised/ converted.		% of voting rights %
					% %
B 2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law Type of financial Expiration datex	SUBTOTAL B.1 Exercise/	Physical or cash	Number of voting rights		% % of voting rights
instrument	Conversion Periodxi	settlementxii			%
					% %
		SUBTOTAL B.2			%
8. Information in relation to the person subject to the notification obligation: (please tick the applicable box)
[ ] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.xiii
[X] Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please provide a separate organisational chart in case of a complex structure):
Namexv No.	% of voting rights held by ultimate controlling person or		% of voting rights through financial instruments held by		Total of Directly both controlled

entity or held directly by any subsidiary if it equals or is higher than the notifiable threshold ultimate controlling person or entity or held directly by any subsidiary if it number(s)

by (use

		equals or is higher than the notifiable threshold	from 1st column)
1. Vonovia SE 2. Vonovia	% 20.49%		% N/A 20.49% 1.
Finance B.V.	% %		% %
	%		%
9. In case of proxy voting: The proxy holder named will cease to hold % and number of voting rights as of .
10. Additional informationxvi:
GLAS Trust Corporation Limited acting as trustee and security agent holds 24,082,663 shares on behalf of Vonovia Finance BV.
This notification also rectifies the notification dated 13 October 2021 with respect to the percentage of voting rights resulting from the ownership of 50 shares in the company.
Done at Germany	Bochum, On February 2022		25
Notes
i Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.
ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity).
iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in Article 9 (b) to (h) of the Transparency Law; or (c) the holder of financial instruments referred to in Article 12(1) of the Transparency Law.
As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of Article 9 of the Transparency Law, the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 9 of that Law, the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 9 of that Law, the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 9 of that Law, the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 9 of that Law, the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 8, under letters (a) to (d) of Article 9 of that Law or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 9 of that Law, the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of Article 9 of that Law, the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 9 of that Law, the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).
v Applicable in the cases provided for in Article 9 (b) to (h) of the Transparency Law. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 9 of that Law unless the percentage of voting rights held by the shareholder is lower than the 5% threshold for the disclosure of voting rights holdings (e.g. identification of funds managed by management companies).
vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.
vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.
viii If the holding has fallen below the 5% threshold, please note that it is not necessary to disclose the extent of the holding, only that the new holding is below that threshold.
ix In case of combined holdings of shares with voting rights attached 'direct holding' and voting rights 'indirect holding', please split the voting rights number and percentage into the direct and indirect columns - if there is no combined holdings, please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
xi If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].
xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta- adjusted basis (Article 12(2) of the Transparency Law).
xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.
xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity also has to be presented in the cases in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification

as only then the market always gets the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.). Numbers shall be attributed to all persons or entities within the group in

column 1 in order to allow a clear indication of the control structure in column 6. The names of all undertakings of the control chain shall be provided in column 2, even if the number of the directly held voting rights and/or financial instruments is not equal or higher than the notifiable threshold. Columns 3 & 4 shall indicate the holdings of those persons or entities directly holding the voting rights and/or financial instruments if the holding is equal or higher than the notifiable threshold.

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

xvi Example: Correction of a previous notification.

25.02.2022 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

Language: English Company: Adler Group S.A. 1B Heienhaff 1736 Senningerberg Luxemburg Internet: www.adler-group.com

End of News DGAP News Service

DGAP – ein Service der EQS Group AG Twitter | Impressum |AGB | Datenschutzhinweise | Cookie-Richtlinie