Obligation ADLER Group S.A 2.25% ( XS2283225477 ) en EUR

ADLER Group S.A

30.8 % ⇌

Allemagne

XS2283225477 ( en EUR )

2.25% par an ( paiement annuel )

13/01/2029

Prospectus brochure de l'obligation ADLER Group S.A XS2283225477 en EUR 2.25%, échéance 13/01/2029

100 000 EUR

800 000 000 EUR

14/01/2024 ( Dans 103 jours )

L'Obligation émise par ADLER Group S.A ( Allemagne ) , en EUR, avec le code ISIN XS2283225477, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/01/2029

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Not for distribution in the United States of America

(incorporated in Luxembourg as a public limited liability company)

700,000,000 1.875% Fixed Rate Notes due 2026
ISIN XS2283224231, WKN A287MU Common Code: 228322423
Issue Price: 98.826%

800,000,000 2.250% Fixed Rate Notes due 2029
ISIN XS2283225477, WKN A287MT Common Code: 228322547
Issue Price: 98.207%

ADLER Group S.A. (Legal Entity Identifier ("LEI") 391200OYYFJ3DWAMEC69), a public limited liability company (société anonyme) (the "Issuer" or "Company" and,
together with its consolidated subsidiaries, "we", "us", "our" or the "ADLER Group"), with its registered office at 1B, Heienhaff, L-1736 Senningerberg, Grand Duchy of
Luxembourg ("Luxembourg") and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number
B197554, will issue on January 14, 2021 700,000,000 1.875% fixed rate notes in bearer form due 2026 (the "Tranche 1 Notes") and 800,000,000 2.250% fixed rate notes
in bearer form due 2029 (the "Tranche 2 Notes" and together with the Tranche 1 Notes, the "Notes" and each, a "Series of Notes") with a denomination of 100,000 each.
Each Series of Notes is governed by the laws of the Federal Republic of Germany ("Germany").
The Tranche 1 Notes will bear interest at a rate of 1.875% per annum, and the Issuer will pay interest on the Tranche 1 Notes annually in arrear on January 14, commencing
on January 14, 2022 (as set forth in the terms and conditions of the Tranche 1 Notes, the "Tranche 1 Terms and Conditions").
The Tranche 2 Notes will bear interest at a rate of 2.250% per annum, and the Issuer will pay interest on the Tranche 2 Notes annually in arrear on January 14, commencing
on January 14, 2022 (as set forth in the terms and conditions of the Tranche 2 Notes, the "Tranche 2 Terms and Conditions" and together with the Tranche 1 Terms and
Conditions, the "Terms and Conditions").
The Notes will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, ranking pari passu among themselves and pari passu with all other
unsecured and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law.
On issue, the Tranche 1 Notes and Tranche 2 Notes are rated "BB+" by Standard & Poor's Global Ratings Europe Ltd. ("S&P"). At the date of this Offering Memorandum (as
defined below), the Company is assigned a long-term issuer credit rating of "BB" with a stable outlook by S&P and a "Ba2" rating with stable outlook by Moody's Investors
Service Ltd ("Moody's"). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning
rating agency. At the date of this Offering Memorandum (as defined below) Moody's has a registered office in the United Kingdom and has been validly registered by ESMA
pursuant to Regulation (EC) 1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 1.

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any regulatory authority of any
state or other jurisdiction in the United States of America ("United States") and are being offered and sold in transactions outside the United States to non-U.S.
persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. The Notes are in bearer form that are subject to U.S. tax
law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S). For a further description of certain restrictions on the offering, sale and transfer of the Notes and on the distribution of this
Offering Memorandum (as defined below), see "Subscription and Sale of the Notes--Selling Restrictions".
Prospective investors should be aware that an investment in the Notes involves risks and that if certain risks, in particular those described under "Risk Factors", occur,
the investors may lose all or a very substantial part of their investment.
This offering memorandum (the "Offering Memorandum"), together with all documents incorporated by reference herein, has been prepared on the basis that any offer of
the Notes will be made pursuant to an exemption under the Prospectus Regulation (as defined below) from a requirement to publish a prospectus for offers of the Notes and is
thus, for the purposes of the offering of the Notes (the "Offering"), not a prospectus within the meaning of the Prospectus Regulation (as defined below). The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129 of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading
on a regulated market, and includes any relevant delegated regulations and regulatory technical standards enacted pursuant thereto. Accordingly, any person making or intending
to make any offer within the European Economic Area ("EEA") and the United Kingdom ("UK") of the Notes which are the subject of the Offering contemplated in this
Offering Memorandum should only do so in circumstances in which no obligation arises for the Issuer or the Joint Bookrunners to produce a prospectus for such offers. None
of the Issuer or the Joint Bookrunners has authorized, nor do they authorize, the making of any offer of the Notes through any financial intermediary, other than offers made
by the Joint Bookrunners which constitute the final placement of the Notes contemplated in this Offering Memorandum.
This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 16, 2019. Application has been made
to the Luxembourg Stock Exchange in its capacity as market operator of the Euro MTF market (the "Euro MTF") under the Luxembourg Act relating to prospectuses for
securities (loi relative aux prospectus pour valeurs mobilières) to list the Notes on the Euro MTF. The Euro MTF is a multilateral trading facility for the purposes of Directive
2014/65/EU of May 15, 2014 on markets in financial instruments, as amended ("MiFID II").
References in this Offering Memorandum to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the official list of the Luxembourg
Stock Exchange and have been admitted to trading on the Euro MTF. The Euro MTF is not a regulated market for the purposes of MiFID II.
This Offering Memorandum does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or solicitation is unlawful. For
a further description of certain restrictions on the offering, sale and transfer of the Notes and on the distribution of this Offering Memorandum, see "Subscription and Sale of
the Notes--Selling Restrictions" below.
Sole Global Coordinator and Joint Bookrunner

J.P. Morgan

Joint Bookrunners

Barclays
Deutsche Bank

The date of this Offering Memorandum is January 11, 2021

CERTAIN INFORMATION WITH REGARD TO THE OFFERING
RESPONSIBILITY STATEMENT
ADLER Group S.A., the Issuer, with its registered office at 1B, Heienhaff, L-1736 Senningerberg, Grand Duchy
of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de
Commerce et des Sociétés, Luxembourg) under the registration number B197554, assumes responsibility for the
content of this Offering Memorandum, and declares having taken all reasonable care to ensure that such is the
case, that the information contained in this Offering Memorandum is, to the best of its knowledge, in accordance
with the facts and contains no omissions likely to affect its import.
If any claims are asserted before a court of law based on the information contained in this Offering
Memorandum, the investor appearing as plaintiff may have to bear the costs of translating the Offering
Memorandum prior to the commencement of the court proceedings pursuant to the national legislation of the
member states of the EEA.
The information in this Offering Memorandum will not be updated subsequent to the date hereof.
NOTICE
This Offering Memorandum should be read and understood in conjunction with any documents incorporated
herein by reference.
No person is authorized to give any information or to make any representations other than those contained in
this Offering Memorandum and, if given or made, such information or representations must not be relied upon
as having been authorized by or on behalf of the Issuer or J.P. Morgan AG, Barclays Bank Ireland PLC and
Deutsche Bank Aktiengesellschaft (each a "Joint Bookrunner" and together, the "Joint Bookrunners", and
as further defined in "Subscription and Sale of the Notes"). In making an investment decision, investors must
rely on their own examination of the Issuer and the terms of the Offering, including the merits and risks involved.
Any decision to purchase Notes should be based solely on this Offering Memorandum.
Neither the delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstances,
create any implication that (i) that the information in this Offering Memorandum is correct as of any time
subsequent to the date hereof, or (ii) that there has been no adverse change in the financial situation of the Issuer
which is material in the context of the issue and sale of the Notes since the date of this Offering Memorandum
or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this
Offering Memorandum by reference or (iii) that any other information supplied in connection with the issue of
the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated
in the document containing the same.
Neither the Joint Bookrunners nor any other person mentioned in this Offering Memorandum, except for the
Issuer, is responsible for the information contained in this Offering Memorandum or any other document
incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons makes any representation or warranty or accepts any responsibility as to the
accuracy and completeness of the information contained in any of these documents. The Joint Bookrunners have
not independently verified any such information and accept no responsibility for the accuracy thereof.
The distribution of this Offering Memorandum and the sale and delivery of Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Memorandum comes are required to inform
themselves about and observe any such restrictions. In particular, the Notes have not been and will not be
registered under the Securities Act, and are subject to special U.S. tax law requirements when held by U.S.
persons (TEFRA D rules). Subject to certain limited exceptions, the Notes may not be offered, sold or delivered
within the United States of America or to U.S. persons. For a further description of certain restrictions on
offerings and sales of the Notes and distribution of this Offering Memorandum (or of any part thereof) see
"Subscription and Sale of the Notes--Selling Restrictions".
None of the Issuer, the Joint Bookrunners, or any of their respective representatives, is making any
representation to any offeree or purchaser of the Notes regarding the legality of an investment in the Notes by
such offeree or purchaser under the laws applicable to such offeree or purchaser. Prospective investors should
i

not construe anything in this Offering Memorandum as legal, tax, business or financial advice. Each investor
should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a
purchase of the Notes.
In this Offering Memorandum, unless otherwise indicated, all references to "", "EUR" or "Euro" are to the
currency introduced at the start of the third stage of the European economic and monetary union, and as defined
in Article 2 of Council Regulation (EC) No 974/98 of May 3, 1998 on the introduction of the Euro, as amended.
Furthermore, all references to "NIS" are to the currency of Israel.
Where financial information in tables in this Offering Memorandum is labelled "audited", this means that it has
been taken from the audited financial statements incorporated by reference into this Offering Memorandum.
The label "unaudited" is used in tables in this Offering Memorandum to indicate financial information that has
not been taken from the audited financial statements incorporated by reference into this Offering Memorandum,
but was taken from the Company's unaudited condensed consolidated interim financial statements, internal
reporting system, or is based on calculations of figures from the abovementioned sources.
All of the financial data presented in the Offering Memorandum are shown in thousands of Euro (in thousands
or " thousand"), except as otherwise stated.
Certain financial information (including percentages) in this Offering Memorandum is rounded according to
established commercial standards. As a result, the aggregate amounts (sum totals or sub-totals or differences or
if numbers are put in relation) in tables in this Offering Memorandum may not correspond in all cases to the
aggregated amounts of the underlying (unrounded) figures appearing elsewhere in this Offering Memorandum.
Furthermore, in those tables, these rounded figures may not add up exactly to the totals contained in those tables.
Financial information presented in parentheses denotes the negative of such number presented. In respect of
financial information set out in this Offering Memorandum, a dash ("") signifies that the relevant figure is not
available, while a zero ("0.0") signifies that the relevant figure is available but has been rounded to zero.
References to "CET" in this Offering Memorandum refer to Central European Time or Central European
Summertime, as the case may be. References to time in this Offering Memorandum refer to CET, unless stated
otherwise.
Furthermore, this Offering Memorandum contains industry related data taken or derived from industry and
market research reports published by third parties ("External Data"). Commercial publications generally state
that the information they contain originated from sources assumed to be reliable, but that the accuracy and
completeness of such information is not guaranteed and that the calculations contained therein are based on a
series of assumptions. The External Data have not been independently verified by the Issuer. The External Data
was reproduced accurately by the Issuer in the Offering Memorandum, and as far as the Issuer is aware and is
able to ascertain from information published by any third party, no facts have been omitted that would render
the reproduced External Data inaccurate or misleading. The Issuer does not have access to the underlying facts
and assumptions of numerical and market data and other information contained in publicly available sources.
Consequently, such numerical and market data or other information cannot be verified by the Issuer.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. This Offering
Memorandum does not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Joint
Bookrunners to purchase any Notes. Neither this Offering Memorandum nor any other information supplied in
connection with the Notes should be considered as a recommendation by the Issuer or the Joint Bookrunners to
a recipient hereof and thereof that such recipient should purchase any Notes.
IN CONNECTION WITH THE ISSUANCE OF THE NOTES, THE JOINT BOOKRUNNERS (OR PERSONS
ACTING ON BEHALF OF THE JOINT BOOKRUNNERS) MAY OVER-ALLOT THE NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE JOINT BOOKRUNNERS (OR PERSONS ACTING ON BEHALF OF THE JOINT
BOOKRUNNERS) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME,
BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR
ii

OVER-ALLOTMENT MUST BE CONDUCTED BY THE JOINT BOOKRUNNERS (OR PERSON(S)
ACTING ON BEHALF OF THE JOINT BOOKRUNNERS) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS.
This Offering Memorandum may only be used for the purpose for which it has been published.
This Offering Memorandum may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful
to make such an offer or solicitation.
This Offering Memorandum does not constitute an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the Issuer, the Joint Bookrunners or
any of them that any recipient of the Offering Memorandum should subscribe or purchase any Notes.
Each recipient of the Offering Memorandum shall be taken to have made its own investigation and
appraisal of the condition (financial and otherwise) of the Issuer.
The legally binding language of this Offering Memorandum is English. Any part of the Offering Memorandum
in German language constitutes a translation, except for the Terms and Conditions of the Notes in respect of
which German is the legally binding language.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Offering Memorandum has been prepared on the basis that any offer of the Notes in any member state of
the European Union (each such state an "EU Member State") and in the United Kingdom will be made pursuant
to an exemption under the Prospectus Regulation from a requirement to publish a prospectus for offers of the
Notes. This Offering Memorandum is not a prospectus for the purpose of the Prospectus Regulation.
The Notes are not intended to be offered, distributed, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II;
or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared. Selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (11) of Article 4(1) of
Directive 2014/65/EU as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
Solely for the purposes of the product approval process of J.P. Morgan AG, Barclays Bank Ireland PLC and
Deutsche Bank Aktiengesellschaft (each, a "manufacturer"), the target market assessment in respect of each
Series of Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
iii

eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (each, a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels. For the avoidance of doubt, the Issuer is not a
MiFID II regulated entity and does not qualify as a distributor or a manufacturer under the MiFID II product
governance rules.
UK MIFIR PRODUCT GOVERNANCE
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined
in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
Members of the public are not eligible to take part in this Offering. This Offering Memorandum is for
distribution only to persons who (a) have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Financial Promotion Order"), (b) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies", "unincorporated associations", etc.) of the Financial Promotion Order, (c) are outside the
United Kingdom, or (d) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection
with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be communicated (all
such persons together being referred to as "relevant persons"). This Offering Memorandum is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this Offering Memorandum relates is available only to relevant persons and will
be engaged in only with relevant persons. Recipients of this Offering Memorandum are not permitted to transmit
it to any other person. Persons distributing this Offering Memorandum must satisfy themselves that it is lawful
to do so. The Notes are not being offered to the public in the United Kingdom.
Furthermore, each of the Joint Bookrunners has warranted that it (i) has only invited or will only invite
participation in investment activities in connection with the Offering or the sale of the Notes within the meaning
of section 21 of the FSMA, and has only initiated or will only initiate such investment activities to the extent
that section 21(1) of the FSMA does not apply to the Company; and (ii) has complied and will comply with all
applicable provisions of FSMA with respect to all activities already undertaken by each of them or will
undertake in the future in relation to the Notes in, from, or otherwise involving the United Kingdom.
FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts or events or to facts or events as of the date of this Offering Memorandum.
This applies, in particular, to statements in this Offering Memorandum containing information on the ADLER
Group's future earnings capacity, plans and expectations regarding its business growth and profitability, and the
general economic conditions to which the ADLER Group is exposed. Statements made using words such as
"believes", "predicts", "forecasts", "plans", "intends", "endeavors", "expects", "will", "aims", "targets" or
similar terms and phrases, including reference and assumptions, may be an indication of forward-looking
statements.
iv

The forward-looking statements contained in this Offering Memorandum are subject to risks and uncertainties
as they relate to future events and are based on estimates and assessments made to the best of the Company's
present knowledge. These forward-looking statements are based on assumptions, uncertainties and other factors,
the occurrence or non-occurrence of which could cause the Company's actual results, including the financial
condition and profitability of the ADLER Group, to differ materially from, or fail to meet, the expectations
expressed or implied in the forward-looking statements. These expressions can be found in different sections of
this Offering Memorandum, particularly in the sections entitled "Risk Factors", "Markets and Competition",
"Profit Forecast" and "Description Of The Transactions" and wherever information is contained in this Offering
Memorandum regarding the Company's intentions, beliefs, or current expectations relating to its future financial
condition and results of operations, plans, liquidity, business outlook, growth, strategy and profitability, as well
as the economic and regulatory environment to which the ADLER Group is subject.
In light of these uncertainties and assumptions, it is also possible that the future events mentioned in this
Offering Memorandum might not occur. In addition, the forward-looking estimates and forecasts reproduced in
this Offering Memorandum from third-party reports could prove to be inaccurate (for more information on the
third-party sources used in this Offering Memorandum, see the discussion on External Data under "--Notice"
above). Actual results, performance or events may differ materially from those in such statements due to, among
other reasons:
changes in general economic conditions in Berlin, including changes in the unemployment rate, the
level of consumer prices, wage levels, etc.;
demographic changes, in particular with respect to Berlin;
changes affecting interest rate levels;
changes in the competitive environment, that is, changes in the level of construction activity relating to
housing;
political changes; and
changes in laws and regulations, in particular tenancy and environmental laws and regulations.
See "Risk Factors" for a further description of some of the factors that could influence the Company's forward-
looking statements.
It should be noted that neither the Company nor any of the Joint Bookrunners assumes any obligation, and does
not intend to update or revise any forward-looking statement or risk factors or to conform any such statement
to new information, future events or developments or otherwise. All subsequent written and oral forward-
looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements referred to above and contained elsewhere in this Offering Memorandum.

v

TABLE OF CONTENTS
RISK FACTORS ................................................................................................................................................ 1
Risks related to the ADLER Group's Business Activities and Industry ........................................................ 1
Risks related to the ADLER Group's Financial Situation ........................................................................... 14
Regulatory and Legal Risks ......................................................................................................................... 21
Risks related to the ADLER Group's Tax Structure .................................................................................... 27
Risks related to the Business Combination .................................................................................................. 29
Risks related to the Consus Real Estate Acquisition ................................................................................... 31
Risks Related to the Notes ........................................................................................................................... 36
TERMS AND CONDITIONS OF THE TRANCHE 1 NOTES ................................................................... 43
TERMS AND CONDITIONS OF THE TRANCHE 2 NOTES ................................................................... 83
SELECTED CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY ....................... 123
Selected Consolidated Financial Information ............................................................................................ 123
Additional Non-IFRS Performance Measures ........................................................................................... 124
MANAGEMENT'S DISCUSSION AND ANALYSIS OF NET ASSETS; FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ............................................................................................................ 131
Overview .................................................................................................................................................... 132
Key Factors Affecting Our Results of Operations ..................................................................................... 133
Key Statement of Profit or Loss Items ....................................................................................................... 137
Results of Operations ................................................................................................................................. 138
Real Estate Portfolio and Investments ....................................................................................................... 144
Overview of Our Properties ....................................................................................................................... 144
Maintenance and Capital Expenditures ...................................................................................................... 145
Liquidity and Capital Resources ................................................................................................................ 145
Disclosure about Market Risk .................................................................................................................... 148
Critical Accounting Policies ...................................................................................................................... 149
Recent Accounting Pronouncements ......................................................................................................... 151
PROFIT FORECAST .................................................................................................................................... 153
Guidance of the Funds From Operations (FFO 1) for the Fiscal Year 2020 of the Company ................... 153
FFO 1 Guidance 2020 ................................................................................................................................ 153
Explanatory Notes to the FFO 1 Guidance 2020 ....................................................................................... 153
Other Explanatory Notes ............................................................................................................................ 156
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF ADLER GROUP S.A. .............. 157
Introduction ................................................................................................................................................ 157
Historical financial information ................................................................................................................. 158
Basis for preparation .................................................................................................................................. 159
Procedures and assumptions ...................................................................................................................... 159
Alignment of the historical financial information of ADOG, ADLER Real Estate and Consus Real
Estate .......................................................................................................................................................... 160
Pro Forma Consolidated Financial Information for the nine-month period ended September 30, 2020 .. 172
Notes to the Pro Forma Consolidated Financial Information for the nine-month period ended
September 30, 2020 ................................................................................................................................... 174
Pro Forma Consolidated Financial Information for the fiscal year ended December 31, 2019 ................ 180
Notes to the Pro Forma Consolidated Financial Information for the fiscal year ended December 31,
2019 ........................................................................................................................................................... 182
Auditor's report on the Pro Forma Consolidated Financial Information .................................................. 187
DESCRIPTION OF THE TRANSACTIONS .............................................................................................. 190

Business Combination with ADLER Real Estate ...................................................................................... 190
Acquisition of Consus Real Estate ............................................................................................................. 192
MARKETS AND COMPETITION .............................................................................................................. 194
The German Real Estate Market Overview and Market Drivers ............................................................ 194
German Residential Real Estate Market .................................................................................................... 198
Berlin Macroeconomic Situation, Demographic Drivers and Residential Real Estate Market ................. 203
The German Homebuilding Market ........................................................................................................... 204
Competition................................................................................................................................................ 208
BUSINESS ....................................................................................................................................................... 210
Overview .................................................................................................................................................... 210
Competitive Strengths ................................................................................................................................ 211
Strategy ...................................................................................................................................................... 213
Property Portfolio....................................................................................................................................... 215
Business Operations ................................................................................................................................... 220
Corporate Information ............................................................................................................................... 224
Development Business ............................................................................................................................... 227
Material Agreements .................................................................................................................................. 232
REGULATORY ENVIRONMENT .............................................................................................................. 254
Restrictions due to German Tenancy Law ................................................................................................. 254
Current Developments in German Tenancy Law....................................................................................... 259
Restrictions Applicable to Subsidized Housing ......................................................................................... 261
Further Restrictions on the Use of Properties under Private and Public Law ............................................ 263
Construction and Planning ......................................................................................................................... 264
Liability for Environmental Contamination ............................................................................................... 268
SHAREHOLDER STRUCTURE ................................................................................................................. 271
GENERAL INFORMATION ON THE COMPANY AND THE ADLER GROUP ................................ 272
Formation and Incorporation, History and Development .......................................................................... 272
Legal and Commercial Name, Address and LEI ....................................................................................... 272
Corporate Purpose, Registered Office, Fiscal Year and Duration ............................................................. 272
Group Structure .......................................................................................................................................... 273
The Company's Subsidiaries ..................................................................................................................... 275
Statutory Auditor ....................................................................................................................................... 275
DESCRIPTION OF THE GOVERNING BODIES OF THE COMPANY............................................... 276
Overview .................................................................................................................................................... 276
Board of Directors ...................................................................................................................................... 276
Committees ................................................................................................................................................ 280
Senior Management of the ADLER Group ................................................................................................ 282
Certain Information on the Members of the Board of Directors, Audit Committee, Nomination and
Compensation Committee, Investment and Financing Committee, Ad Hoc Committee and the Senior
Management of the ADLER Group ........................................................................................................... 284
Conflicts of Interest .................................................................................................................................... 285
General Meeting......................................................................................................................................... 285
Annual General Meeting ............................................................................................................................ 286
Corporate Governance ............................................................................................................................... 286
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS ........................................ 287
TAXATION .................................................................................................................................................... 290
SUBSCRIPTION AND SALE OF THE NOTES ......................................................................................... 291

Subscription ............................................................................................................................................... 291
Selling Restrictions .................................................................................................................................... 291
GENERAL INFORMATION ........................................................................................................................ 295
Authorization and Issue Date ..................................................................................................................... 295
Use of Proceeds.......................................................................................................................................... 295
Delivery of Notes ....................................................................................................................................... 295
Allocation of the Notes .............................................................................................................................. 295
Costs and Expenses Relating to the Purchase of Notes ............................................................................. 295
Listing and Admission to Trading of the Notes ......................................................................................... 295
Listing Expenses ........................................................................................................................................ 295
Clearing Systems and Security Codes ....................................................................................................... 295
Ratings of the Notes and the Issuer ............................................................................................................ 296
Indication of Yield ..................................................................................................................................... 297
Appraisers .................................................................................................................................................. 297
Sources of Market Data ............................................................................................................................. 298
Documents Available ................................................................................................................................. 305
INCORPORATION BY REFERENCE ....................................................................................................... 306
VALUATION REPORTS ............................................................................................................................. V-1
RECENT DEVELOPMENTS AND OUTLOOK ....................................................................................... O-1
Recent Developments ............................................................................................................................... O-1
Outlook ..................................................................................................................................................... O-2
ADDRESSES ................................................................................................................................................. A-1

RISK FACTORS
An investment in the Notes of ADLER Group S.A. (the "Issuer" or the "Company" and, together with its
consolidated subsidiaries, "we", "us", "our" or the "ADLER Group") involves a high degree of risk.
Investors should carefully consider the risks and uncertainties described below, together with all of the other
information in this Offering Memorandum (including any documents incorporated by reference), before making
a decision to invest in the Notes. We believe the factors described below represent the material risks inherent
in investing in the Notes. In all of the following risk categories, the risks are presented in accordance with their
likelihood, i.e., based on the probability of their occurrence and the extent of their negative impact on the net
assets, financial condition and results of operations and cash flows of the Company. If any of the risks mentioned
herein actually occur, the business, net assets, results of operations, financial condition, cash flows and
prospects of the ADLER Group and the market price of the Notes could be materially adversely affected.
Additional risks and uncertainties that are not presently known to us or that we currently believe are not
material may also adversely affect the business, net assets, results of operations, financial condition, cash flows
and prospects of the ADLER Group. The risks mentioned herein and those not presently known or believed to
be not material may materialize individually or cumulatively and may, in each case, have a varying impact on
any of the aforementioned factors, including the market price of the Notes.
The Company changed its legal name from "ADO Properties S.A." to "ADLER Group S.A." by decision of the
general meeting dated September 29, 2020. Any reference to "ADO Properties S.A." in the documents
incorporated by reference shall be deemed to have been made to "ADLER Group S.A.".

Risks related to the ADLER Group's Business Activities and Industry
Our business is significantly dependent on our ability to generate rental income. Our rental income and
funds from operations could particularly be negatively affected by a potential increase in vacancy rates.
We rely significantly on rental income. In the nine-month period ended September 30, 2020, 63.8% of our
revenue was derived from rental activities (including facility services), and our funds from operations (from
rental activities) ("FFO 1") amounted to 74,738 thousand (compared to 89.9% and 50,419 thousand in the
nine-month period ended September 30, 2019, respectively). Our rental income is impacted predominantly by
the size of our portfolio, which consisted of 70,741 units (including ground floor commercial units and
excluding developments, the commercial portfolio of Brack Capital Properties N.V. and inventories) (with a
total lettable area of 4,461,057 sqm) of which 68,580 were residential units (with a total lettable area of
4,211,038 sqm) as well as rent levels, which amounted to 6.25 per sqm on average (all figures as of
September 30, 2020). As a result, our performance depends largely on the amount of rental income generated,
which in turn is significantly dependent on the vacancy levels of our portfolio. As of September 30, 2020, the
average vacancy level of our residential portfolio (in % per sqm) was at 3.8% (or 161,521 sqm) and of our
commercial portfolio at 5.6% (or 14,088 sqm), after 4.1% (or 203,980 sqm) and 6.9% (or 19,329 sqm),
respectively, as of September 30, 2019.
The vacancy levels within our portfolio could increase, particularly in lower-value residential units, in less
attractive locations, in areas with weak infrastructure or in properties where investments do not result in
increased rents in line with expected market rents or increased occupancy levels. Our strategy also focuses on
the renovation and refurbishment of selected parts of our portfolio with the highest vacancy levels. If these
measures do not result in a significant reduction in vacancy levels for these properties after completion of the
renovation and refurbishment work, this could have an adverse effect on our financial results relative to our
business plan. In addition to lost rental income, additional fixed and ancillary costs incurred for the maintenance
of vacant residential units could reduce our operating profit. Furthermore, a longer period of high vacancy levels
could generally lead to lower levels of income from rental activities and make it more difficult to increase
average rental levels. As our income from rental activities (including facility services) represents 63.8% of the
revenue generated in the nine-month period ended September 30, 2020 (compared to 89.9% in the nine-month
period ended September 30, 2019), our ability to reduce vacancy levels or increase rents will significantly
contribute to future growth of our revenue.
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