ADLER Real Estate Aktiengesellschaft - Consent Solicitation Results

ADLER Real Estate Aktiengesellschaft announces results of consent solicitations

23 FEBRUARY 2023

Full announcement available via Euronext

Berlin, 23 February 2023 – Adler Real Estate Aktiengesellschaft (“Adler RE”) today announced the results of Adler RE’s initiated consent solicitations to effect amendments to the terms and conditions of its €300,000,000 2.125% notes due 2024 (ISIN: XS1731858715) (the “2024 Notes”) and its €300,000,000 3.000% notes due 2026 (ISIN: XS1713464524) (the “2026 Notes” and, collectively, the “Notes”).

As of the Expiration Time, being 17:00 CET on February 22, 2023 for the 2024 Notes and 24:00 CET on February 22, 2023 for the 2026 Notes, 74.02% of principal amount outstanding of the 2024 Notes and 99.93% of notes present and voting of the 2026 Notes consented to the amendments.

As more than the required majorities of noteholders voted in favour of the consent solicitations, Adler RE has received the requisite consents for both Notes. The amendments to the terms and conditions of the Notes will be implemented once certain other conditions are satisfied as outlined in the consent solicitations, including, among others, the amendment of Adler Group S.A.’s senior unsecured notes. Upon implementation, the changes to the terms and conditions of the Notes allow for, among other things, the claims of the noteholders and certain other financing providers to be secured. If any of the relevant conditions are not satisfied, the amendments will not become effective.

Adler RE intends to notify all of its stakeholders once all relevant conditions have been satisfied or waived."

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ADLER Real Estate Aktiengesellschaft - Launches Consent Process - German Law Notes

02 FEBRUARY 2023

Full announcement available via Federal Gazette

ADLER Real Estate Aktiengesellschaft

Berlin, Germany

(the "Issuer" or "ADLER"")

to entitled holders of the following bonds of the issuer:

€ 300,000,000 3,000% Notes due 2026 (ISIN: XS1713464524) (the "Notes")

"Under the provisions of this invitation to vote (as amended from time to time), or supplemented version, this "invitation to vote"), demands ADLER Real Estate Aktiengesellschaft, a Aktiengesellschaft, hereby invites the holders of the Bonds (the "Creditors") to vote without a meeting (the "Vote" and the votes cast in the vote, the "Votes") on the proposed amendment (the "Amendment") with respect to the respective terms and conditions of the Bonds (collectively, the "Terms and Conditions") of the Notes, and requests the consent of the creditors thereof Alteration

during the voting period (the "Voting Period") from 00:00 CET on 20 February 2023 to 24:00 CET on 22 February 2023

(the "vote without assembly").

When a change takes effect, each present and future creditor is required by this amendment is bound regardless of whether the creditor agrees to the amendment or took part in the vote or not. See "The invitation to vote - Effectiveness of the amendment". For the purposes of this invitation to vote, the term "creditor" means: of debt securities, the beneficial owner of the debt securities. In connection with voting without a meeting, no resolution fee is payable.

At the same time as announcing the invitation to vote, the issuer has a separate and concurrent consent solicitation for their NY bonds (as defined below). The Consent Solicitation for the NY Notes is directed exclusively at qualified investors in accordance with applicable laws and/or regulations, including the United States."