Adler Group appeals against BaFin’s decision

• Adler does not share BaFin’s view relating to the finding of an error in ADLER Real Estate AG's consolidated financial statements as of 31 December 2019
• Adler continues to maintain the full accuracy and correctness of the audited consolidated financial statements for the 2019 financial year
• Adler Group will pursue legal remedies to move resolution of this issue forward
• Good and constructive dialogue with BaFin continues despite differences of opinion on complex matters

Luxembourg, 1. August 2022 - The Adler group of companies (“Adler”) is appealing against a decision by the German Federal Financial Supervisory Authority ("BaFin"). Within the scope of an error determination, BaFin has decided that the audited consolidated financial statements as of 31 December 2019 and the related summarized management report for the 2019 financial year of ADLER Real Estate AG ("ADLER Real Estate") contain an accounting error pursuant to section 109 (1) of the German Securities Trading Act ("WpHG"). ADLER Real Estate was notified accordingly by BaFin. 

In essence, BaFin's derivation of the error finding is based on what BaFin considers to be a inappropriately high valuation of a real estate project, the "Glasmacherviertel" project. Adler has repeatedly pointed out publicly that it considered the valuation, which had been audited and certified several times in the consolidated financial statements, to be proper and correct. Furthermore, the valuation has been appraised by a professional independent surveyor. Adler also argued accordingly in its statement to BaFin. However, it is evident that Adler and BaFin have different views on this matter, which are now being clarified by taking legal actions. Adler emphasizes the continued good and constructive dialogue with BaFin despite opposing positions on complex matters.

Adler emphasizes further that BaFin's decision does not affect the validity of ADLER Real Estate's consolidated financial statement as of 31 December 2019.

Adler is convinced that the judicial review of BaFin's decision will make a further contribution to clarifying the allegations made against it by a short seller that related parties had exerted influence on transactions and business events.

After the allegations had become public and with the start of the reorganization of the company initiated when Prof. Dr. A. Stefan Kirsten assumed his role as a Chairman of the Board of Directors of Adler Group S.A. (“Adler Group”) on 16 February 2022, a comprehensive package of measures was implemented to improve transparency and corporate governance. This included the conclusion of the review by KPMG Forensic with the requirement to submit audited consolidated financial statements of Adler Group and ADLER Real Estate for the 2021 financial year by 30 April 2022, the disclosure of the findings of the review and their reflection in the consolidated financial statements, and the comprehensive communication of the structural and procedural measures to improve transparency and corporate governance. This also includes the appointment of Thomas Echelmeyer as interim CFO on a consultancy basis, the downsizing and effective staffing of the board of directors' committees, the strengthening of the compliance functions with the support of an external consulting firm, and further steps to integrate the Adler Group. At the most recent Annual General Meeting on 29 June this year, the measures were supported by a large majority of shareholders and the Adler Group's Board of Directors, consisting of Stefan Kirsten (Chairman), Thierry Beaudemoulin (Daily Manager and CEO), Thilo Schmid and Thomas Zinnöcker, was elected for a term of three years with approval rates of up to close to 100%.

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