EQS-PVR: 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

zur Gattung

25.11.2024 / 15:00 Uhr

EQS Stimmrechtsmitteilung: Adler Group S.A. 
Adler Group S.A.: Release according to Article 11(6) of the Luxembourg Transparency Law with the objective of 
dissemination with the objective of Europe-wide distribution 
2024-11-25 / 15:00 CET/CEST 
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch EQS News - ein Service der EQS Group AG. 
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich. 
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NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the CSSF)^i 
 
Filing reference                9035 
Submitted at (Luxembourg time)  2024-11-22 15:22 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached^ii:

ADLER Group S.A. 2. Reason for the notification:

Other^iii: Issuance by Adler Group S.A. of 454,878,321 parts bénéficiaires (Voting Securities - ISIN LU2900363131) 3. Details of person subject to the notification obligation^iv:

Name: Vonovia SE

City and country of registered office (if applicable): Bochum, Germany 4. Full name of shareholder(s)^v:

The person is the same as the person subject to the notification (section 3) 5. Date on which the threshold was crossed or reached^vi:

2023-04-24 6. Total positions of person(s) subject to the notification obligation: 

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

A: Voting rights attached to shares 

Class/type of shares (ISIN     Number of voting       Number of voting rights  % of voting rights  % of voting rights 
code if possible)              rights direct^ix       indirect^ix              direct^ix           indirect^ix 
LU125015441                    24,082,713             0                        15.88               0.00 
SUBTOTAL A (Direct & Indirect) 24,082,713                                      15.88

B.1: Financial Instruments according to Art. 12(1)(a) of the Transparency Law 

Type of financial  Expiration       Exercise/        Number of voting rights that may be acquired if the   % of voting 
instrument         date^x      Conversion Period^            instrument is exercised/ converted            rights 
                                       xi 
N/A

B.2: Financial Instruments with similar economic effect according to Art. 12(1)(b) of the Transparency Law 

Type of financial      Expiration    Exercise/Conversion     Physical or cash         Number of voting   % of voting 
instrument             date^x        Period^xi               settlement^xii           rights             rights 
N/A 8. Information in relation to the person subject to the notification obligation:

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

                     % of voting rights held by ultimate  % of voting rights through financial       Total 
N             Name^  controlling person or entity or held instruments held by ultimate controlling  of     Directly 
°             xv     directly by any subsidiary if it     person or entity or  held directly by any both   controlled 
                     equals or is higher than the         subsidiary if it equals or is higher than        by (use 
                     notifiable threshold                 the notifiable threshold                         number(s) 
                                                                                                           from 1st 
                                                                                                           column) 
N/A 9. In case of proxy voting:

N/A 10. Additional information^xvi:

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

Date: 2024-11-22 15:22

Notes

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

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

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

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

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

In relation to the transactions referred to in points (b) to (h) of Article 9 of the Transparency Law, the following list is provided as indication of the persons who should be mentioned: . in the circumstances foreseen in letter (b) of Article 9 of that Law, the natural person or legal entitythat 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 entityholding the collateral, provided the person or entity controls the voting rights and declares its intention ofexercising 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, ifhe can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor ofthe 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 holderallowing the latter to exercise the voting rights at his discretion (e.g. management companies).

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

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

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

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

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

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

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

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

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

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

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

xvi Example: Correction of a previous notification.

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Sprache:      Deutsch 
Unternehmen:  Adler Group S.A. 
              55 Allée Scheffer 
              2520 Luxemburg 
              Luxemburg 
Internet:     www.adler-group.com 
 
Ende der Mitteilung  EQS News-Service 
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