Luxembourg, 17 April 2023 – Adler Group S.A. (“Adler Group”) announces that certain amendments to each series of the Notes (as defined below) issued by Adler Group and substituted by its wholly-owned English subsidiary, AGPS BondCo PLC (“AGPS”), have become effective as of today’s date (the “Transaction Effective Date”).

On 26 January 2023, AGPS launched a restructuring plan under Part 26A of the English Companies Act to facilitate the amendment of the following series of notes:

• €400,000,000 1.500 per cent. notes due 2024 (ISIN: XS1652965085);
• €400,000,000 3.250 per cent. notes due 2025 (ISIN: XS2010029663);
• €700,000,000 1.875 per cent. notes due 2026 (ISIN: XS2283224231);
• €400,000,000 2.750 per cent. notes due 2026 (ISIN: XS2248826294);
• €500,000,000 2.250 per cent. notes due 2027 (ISIN: XS2336188029); and
• €800,000,000 2.250 per cent. notes due 2029 (ISIN: XS2283225477) (collectively, the “Notes”).

On 20 February 2023, AGPS filed an explanatory statement with the High Court of Justice of England and Wales (the “Court”) proposing certain amendments to each series of the Notes (the “Proposed Amendments”). On 12 April 2023, the Court issued a sanction order approving the Proposed Amendments (the “Sanction Order”).

Following the Sanction Order and pursuant to the terms and conditions of each series of the Notes, Adler Group hereby confirms today’s date as the Transaction Effective Date (as defined in each series of the Notes), on which the Proposed Amendments to each series of the Notes have been unconditionally implemented.

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