ADLER GROUP S.A.

ADJ
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Adler Group S.A.: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

10/15/2021 | 04:59am

DGAP Voting Rights Announcement: Adler Group S.A. Adler Group S.A.: Release according to Article 40, Section 1 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution 2021-10-15 / 10:58 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.

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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 attached^ii: 
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 
X  An acquisition or disposal of financial instruments 
    An event changing the breakdown of voting rights 
    Other (please specify)^iii: increase of share capital following business combination. 
 
3. Details of person subject to the notification obligation^iv: 
Name:                                                                                City and country of registered 
office (if applicable): 
Vonovia SE                                                                        Bochum, Germany 
 
4. Full name of shareholder(s) (if different from 3.)^v: 
N/A 
 
5. Date on which the threshold was crossed or reached^vi: 7 October 2021 
6. Total positions of person(s) subject to the notification obligation: 
                                 % of voting rights        % of voting rights                    Total number of voting 
                             attached to shares (total     through financial     Total of both   rights of issuer^vii 
                                      of 7.A)                 instruments        in % (7.A + 
                                                        (total of 7.B.1 + 7.B.2) 7.B) 
Resulting situation on the 
date on which threshold was  0.0000004%                 13.30 %                  13.30 %          117,510,233 
crossed or reached 
Position of previous 
notification (if applicable)                      N/A %                        %               % / 
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    Number of voting rights^ix                            % of voting rights 
shares 
                           Direct                    Indirect                  Direct                 Indirect 
ISIN code (if          (Art. 8 of the             (Art. 9 of the           (Art. 8 of the          (Art. 9 of the 
possible)            Transparency Law)          Transparency Law)         Transparency Law)       Transparency Law) 
LU1250154413                 50                                                    0.0000004 %                       % 
                                                                                             %                       % 
                                                                                             %                       % 
SUBTOTAL A 
(Direct &                               50                                         0.0000004% 
Indirect) 
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 
Call option        7 April     7 October 2021 - 7  15,624,695                                               13.30 % 
                   2023        April 2023 
                                                                                                                      % 
                                                                                                                      % 
                               SUBTOTAL B.1        15,624,695                                               13.30 % 
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             datex         Periodxi                settlementxii            rights             rights 
                                                                                                                      % 
                                                                                                                      % 
                                                                                                                      % 
                                                             SUBTOTAL B.2                    N/A                      % 
 
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 
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): 
N°            Name^xv % of voting rights held by ultimate   % of voting rights through financial    Total Directly 
                      controlling person or entity or held  instruments held by ultimate            of    controlled by 
                      directly by any subsidiary if it      controlling person or entity or held    both  (use number 
                      equals or is higher than the          directly by any subsidiary if it equals       (s) from 1^st 
                      notifiable threshold                  or is higher than the                         column) 
                                                            notifiable threshold 
              Vonovia N/A %                                 13.30 %                                 13.30 N/A 
              SE                                                                                    % 
                      %                                     %                                       % 
                      %                                     %                                       % 
                      %                                     %                                       % 
                      %                                     %                                       % 
9. In case of proxy voting: 
The proxy holder named             will cease to hold             % and       number of voting rights as of 
 
 
10. Additional information^xvi: 

Done at Bochum, Germany On 13 October 2021

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;

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October 15, 2021 04:58 ET (08:58 GMT)

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