ADLER Real Estate Aktiengesellschaft - Invitation to Vote (Without a meeting)

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."