Adler Group S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der europaweiten Verbreitung

DGAP Stimmrechtsmitteilung: Adler Group S.A.
Adler Group S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der
europaweiten Verbreitung

15.10.2021 / 10:58
Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch DGAP - ein
Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

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ANNEX A: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the
CSSF)i

  1. Identity of the issuer or the
  underlying issuer of existing
  shares to which voting rights
  are attachedii: Adler Group S.A.
  1B, Heienhaff L-1736
  Senningerberg Grand Duchy of
  Luxembourg R.C.S. Luxembourg: B
  197.554
  2. Reason for the notification
  (please tick the appropriate box
  or boxes): An acquisition or
  disposal of voting rights X An
  acquisition or disposal of
  financial instruments An event
  changing the breakdown of voting
  rights Other (please
  specify)iii: increase of share
  capital following business
  combination.
  3. Details of person subject to
  the notification obligationiv:
  Name: City and country of
  registered office (if
  applicable): Vonovia SE Bochum,
  Germany
  4. Full name of shareholder(s)
  (if different from 3.)v: N/A
  5. Date on which the threshold
  was crossed or reachedvi: 7
  October 2021
  6. Total positions of person(s)
  subject to the notification
  obligation:
                                     % of     % of    Total  Total
                                    voting   voting   of     number of
                                    rights   rights   both   voting
                                     atta-   through  in %   rights of
                                     ched   financial (7.A   issuervii
                                      to     instru-  +
                                    shares    ments   7.B)
                                    (total  (total of
                                      of     7.B.1 +
                                     7.A)    7.B.2)
  Resulting situation on the date   0.0000-  13.30 %    13.30  117,510,233
  on which threshold was crossed    004%                %
  or reached
  Position of previous                N/A %          %      %  /
  notification (if applicable)
  7. Notified details of the
  resulting situation on the date
  on which the threshold was
  crossed or reachedviii:
  A: Voting rights attached to
  shares
  Class/type of shares ISIN code   Number of                  % of voting
  (if possible)                    voting                     rights
                                   rightsix
       Direct (Art. 8 of the        Indirect     Direct      Indirect
         Transparency Law)         (Art. 9 of  (Art. 8 of   (Art. 9 of
                                      the          the         the
                                  Transparency Transparen- Transparency
                                      Law)       cy Law)       Law)
  LU1250154413                          50                    0.0000004 %  %
                                                                         %  %
                                                                         %  %
  SUBTOTAL A (Direct & Indirect)   50                         0.0000004%
  B 1: Financial
  Instruments according
  to Art. 12(1)(a) of
  the Transparency Law
  Type of financial      Expi-  Exerci-    Number of voting rights  % of
  instrument             rati-  se/        that may be acquired if  vo-
                         on     Conversi-  the instrument is        ting
                         da-    on         exercised/ converted.    right-
                         tex    Periodxi                            s
  Call option            7      7          15,624,695               13.30
                         Apri-  October                             %
                         l      2021 - 7
                         2023   April
                                2023
                                                                         %
                                                                         %
                                SUBTOTAL   15,624,695               13.30
                                B.1                                 %
  B 2: Financial Instruments
  with similar economic effect
  according to Art. 12(1)(b) of
  the Transparency Law
  Type of financial instrument   Expi-  Exerci-    Physical  Number  % of
                                 rati-  se/        or cash   of      vo-
                                 on     Conversi-  settle-   voting  ting
                                 da-    on         mentxii   rights  right-
                                 tex    Periodxi                     s
                                                                          %
                                                                          %
                                                                          %
                                                   SUBTOTAL   N/A        %
                                                   B.2

   8. Information in relation to the person subject to the notification
   obligation: (please tick the applicable box) Person subject to the
   notification obligation is not controlled by any natural person or legal
   entity and does not control any other undertaking(s) holding directly or
   indirectly an interest in the (underlying) issuer.xiii Full chain of
   controlled undertakings through which the voting rights and/or the
   financial instruments are effectively held starting with the ultimate
   controlling natural person or legal entityxiv (please provide a separate
   organisational chart in case of a complex structure):
  N-  N-  % of voting rights held  % of voting rights       Total  Directly
  °   a-  by ultimate controlling  through financial        of     control-
      m-  person or entity or      instruments held by      both   led by
      e-  held directly by any     ultimate controlling            (use
      x-  subsidiary if it equals  person or entity or             number(s)
      v   or is higher than the    held directly by any            from 1st
          notifiable threshold     subsidiary if it equals         column)
                                   or is higher than the
                                   notifiable threshold
      V-  N/A %                    13.30 %                  13.30  N/A
      o-                                                    %
      n-
      o-
      v-
      i-
      a
      S-
      E
          %                        %                        %
          %                        %                        %
          %                        %                        %
          %                        %                        %
   9. In case of proxy voting:
   The proxy holder named will cease to hold % and number of voting
   rights as of

   10. Additional informationxvi:
Done at Bochum, Germany On 13 October 2021

Notes

i Please note that national forms may vary due to specific national
legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the
applicable thresholds or information regarding capital holdings.

ii Full name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g. address, LEI,
domestic number identity).

iii Other reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.

iv This should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting rights
in the cases provided for in Article 9 (b) to (h) of the Transparency Law;
or (c) the holder of financial instruments referred to in Article 12(1) of
the Transparency Law.

As the disclosure of cases of acting in concert may vary due to the specific
circumstances (e.g. same or different total positions of the parties,
entering or exiting of acting in concert by a single party) the standard
form does not provide for a specific method how to notify cases of acting in
concert.

In relation to the transactions referred to in points (b) to (h) of Article
9 of the Transparency Law, the following list is provided as indication of
the persons who should be mentioned:

- in the circumstances foreseen in letter (b) of Article 9 of that Law, the
natural person or legal entity that acquires the voting rights and is
entitled to exercise them under the agreement and the natural person or
legal entity who is transferring temporarily for consideration the voting
rights;

- in the circumstances foreseen in letter (c) of Article 9 of that Law, the
natural person or legal entity holding the collateral, provided the person
or entity controls the voting rights and declares its intention of
exercising them, and natural person or legal entity lodging the collateral
under these conditions;

- in the circumstances foreseen in letter (d) of Article 9 of that Law, the
natural person or legal entity who has a life interest in shares if that
person or entity is entitled to exercise the voting rights attached to the
shares and the natural person or legal entity who is disposing of the voting
rights when the life interest is created;

- in the circumstances foreseen in letter (e) of Article 9 of that Law, the
controlling natural person or legal entity and, provided it has a
notification duty at an individual level under Article 8, under letters (a)
to (d) of Article 9 of that Law or under a combination of any of those
situations, the controlled undertaking;

- in the circumstances foreseen in letter (f) of Article 9 of that Law, the
deposit taker of the shares, if he can exercise the voting rights attached
to the shares deposited with him at his discretion, and the depositor of the
shares allowing the deposit taker to exercise the voting rights at his
discretion;

- in the circumstances foreseen in letter (g) of Article 9 of that Law, the
natural person or legal entity that controls the voting rights;

- in the circumstances foreseen in letter (h) of Article 9 of that Law, the
proxy holder, if he can exercise the voting rights at his discretion, and
the shareholder who has given his proxy to the proxy holder allowing the
latter to exercise the voting rights at his discretion (e.g. management
companies).

v Applicable in the cases provided for in Article 9 (b) to (h) of the
Transparency Law. This should be the full name of the shareholder who is the
counterparty to the natural person or legal entity referred to in Article 9
of that Law unless the percentage of voting rights held by the shareholder
is lower than the 5% threshold for the disclosure of voting rights holdings
(e.g. identification of funds managed by management companies).

vi The date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason triggered
the notification obligation. For passive crossings, the date when the
corporate event took effect.

vii The total number of voting rights shall be composed of all the shares,
including depository receipts representing shares, to which voting rights
are attached even if the exercise thereof is suspended.

viii If the holding has fallen below the 5% threshold, please note that it
is not necessary to disclose the extent of the holding, only that the new
holding is below that threshold.

ix In case of combined holdings of shares with voting rights attached
'direct holding' and voting rights 'indirect holding', please split the
voting rights number and percentage into the direct and indirect columns -
if there is no combined holdings, please leave the relevant box blank.

x Date of maturity/expiration of the financial instrument i.e. the date when
right to acquire shares ends.

xi If the financial instrument has such a period - please specify this
period - for example once every 3 months starting from [date].

xii In case of cash settled instruments the number and percentages of voting
rights is to be presented on a delta- adjusted basis (Article 12(2) of the
Transparency Law).

xiii If the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second option
applies.

xiv The full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity also has to be presented in the
cases in which only on subsidiary level a threshold is crossed or reached
and the subsidiary undertaking discloses the notification as only then the
market always gets the full picture of the group holdings. In case of
multiple chains through which the voting rights and/or financial instruments
are effectively held the chains have to be presented chain by chain leaving
a row free between different chains (e.g.: A, B, C, free row, A, B, D, free
row, A, E, F etc.). Numbers shall be attributed to all persons or entities
within the group in column 1 in order to allow a clear indication of the
control structure in column 6. The names of all undertakings of the control
chain shall be provided in column 2, even if the number of the directly held
voting rights and/or financial instruments is not equal or higher than the
notifiable threshold. Columns 3 & 4 shall indicate the holdings of those
persons or entities directly holding the voting rights and/or financial
instruments if the holding is equal or higher than the notifiable threshold.

xv The names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be presented
irrespectively whether the controlled undertakings cross or reach the lowest
applicable threshold themselves.

xvi Example: Correction of a previous notification.

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   Sprache:        Deutsch
   Unternehmen:    Adler Group S.A.
                   1B Heienhaff
                   1736 Senningerberg
                   Luxemburg
   Internet:       www.adler-group.com

   Ende der Mitteilung    DGAP News-Service
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1241085 15.10.2021
 ISIN  LU1250154413

AXC0118 2021-10-15/10:58

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