THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS.

Adler Group S.A. announces the results of its tender offer for its outstanding EUR 165,000,000 senior secured convertible notes due 2023

Luxembourg, 9 October 2023 – Adler Group S.A. (the “Company”) announces the results of the tender offer launched on 29 August 2023 (the “Tender Offer”) to repurchase its outstanding EUR 165,000,000 senior secured convertible notes due 23 November 2023 (ISIN DE000A2RUD79, the “Convertible Notes”).

The total tendered (and not validly withdrawn) amount under the Tender Offer is EUR 69,500,000 (representing 42.12% of the nominal amount outstanding). The Company accepts the full tendered amount for a purchase price of EUR 97,000 per EUR 100,000 principal amount plus accrued interest. The settlement date for the Tender Offer is expected to be 12 October 2023.

The tender offer will be financed with the net proceeds from the placement of new EUR 191,000,000 senior secured notes due 31 July 2025, which closed today.

Notifying Person:

Gundolf Moritz, Head of Investor Relations

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IMPORTANT NOTICE:

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, legal adviser, accountant or other independent financial adviser. Any individual or company whose Convertible Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Convertible Notes for exchange pursuant to the Tender Offer. None of the Tender and Information Agent or the Company makes any recommendation as to whether holders of Convertible Notes should participate in the Tender Offer.

This announcement is for informational purposes only. The Tender Offer is being made only pursuant to the Tender Offer Memorandum and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Convertible Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

This announcement contains certain forward-looking statements with respect to certain of the Company’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect the Company’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor of its subsidiaries assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.

The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.