Adler S A : Special report on board member conflicts of interest (Special Report on board member conflict of interest 207654.1 )

ADLER Group S.A.

Société anonyme

55, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg

RCS Luxembourg: B 197554

(the "Company")

Special report of the board of directors of the Company

to the

general meeting of shareholders of the Company

(the "GM")

to be held on Tuesday, 25 June 2024 at 10 a.m. CEST

in accordance with Article 441-7 of the Luxembourg law of 10 August 1915 on commercial

companies, as amended (the "Company Law")

Dear Shareholders,

In accordance with Article 441-7 of the Company Law, the board of directors of the Company (the "Board") issues this special report to inform the GM of the following transaction(s)/matter(s) in which a director of the Company declared an interest of a financial nature, conflicting with that of the Company.

Conflicting director(s)	Relevant transaction/ matter	Date of the relevant
		Board meeting(s)
Mr. Thierry Beaudemoulin	Discussion and decision regarding the	27	November 2023
	STI and LTI remuneration matters.
Mr. Echelmeyer	Discussion and decision regarding the	27	November 2023
	STI and LTI remuneration matters.
Mr. Stefan Brendgen	Appointment of Mr. Stefan Brendgen as	19	February 2024
	the chairman of the board of directors
	of the Company.
Dr. Heiner Arnoldi	Re-appointment of Dr. Heiner Arnoldi	28	February 2024
	as a member of the audit committee of
	the Company.
	Appointment of Dr. Heiner Arnoldi as
	the chairman of the investment and
	financing committee of the Company.
Mr. Thilo Schmid	Re-appointment of Mr. Thilo Schmid as	28	February 2024
	the chairman of the audit committee of
	the Company.
	Re-appointment of Mr. Thilo Schmid as
	a member of the nomination and

	compensation	committee	of	the
	Company.
Mr. Thierry Beaudemoulin	Re-appointment of Mr. Thierry	28	February 2024
	Beaudemoulin as the chairman of the
	ad hoc committee of the Company
Mr. Stefan Brendgen	Appointment of Mr. Stefan Brendgen as	28	February 2024
	member and chairman of the
	nomination	and	compensation
	committee of the Company.
	Re-appointment	of	Mr.	Stefan
	Brendgen as a member of the audit
	committee of the Company.
	Appointment of Mr. Stefan Brendgen as
	member of the investment and
	financing committee of the Company.
Mr. Echelmeyer	Re-appointment of Mr. Echelmeyer as	28	February 2024
	a member of the ad hoc committee of
	the Company
Mr. Zinnöcker	Re-appointment of Mr. Zinnöcker as a	28	February 2024
	member of the nomination and
	compensation	committee	of	the
	Company.
	Appointment of Mr. Zinnöcker as a
	member of the investment and
	financing committee of the Company.
Mr. Thierry Beaudemoulin	Discussion and decision regarding the	16	May 2024
	STI and LTI remuneration matters.
Mr. Echelmeyer	Discussion and decision regarding the	16	May 2024
	STI and LTI remuneration matters.

The conflicted/potentially conflicted director refrained from deliberating and voting on the relevant matter(s)/transaction(s) in which he declared a conflict/potential conflict of interest and the relevant matter(s)/transaction(s) were approved by the members of the Board who did not declare any conflict/potential conflict of interest after considering that such matter(s)/transaction(s) were in the best interest and for the corporate benefit of the Company.

Dated 16 May 2024

The Board of Directors

Mr. Stefan Brendgen (The Chairman)