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INVITATION TO VOTE WITHOUT MEETING-ADLER FINANCING S.À R.L.

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Not for general distribution, directly or indirectly, in whole or in part, in or into the United States.

This invitation to vote (the „Invitation to Vote„) is neither an offer to purchase nor a solicitation of an offer to sell securities. The Invitation to Vote is not being made to holders of the Notes in any jurisdiction in which the Invitation to Vote would not be in compliance with the securities or other laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the „Securities Act„), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Issuer does not intend to make any such registration under the Securities Act.

INVITATION TO VOTE WITHOUT MEETING

by

ADLER FINANCING S.À R.L.

46A Avenue John F. Kennedy
L – 1855 Luxembourg
Grand Duchy of Luxembourg

(the „Issuer“ or „Adler Financing„)

to eligible holders of the Issuer’s

EUR 116,700,000 notes due 2029 (ISIN: DE000A3L3AE4) (the „1.5L 4.25% Notes“)
EUR 555,611,000 notes due 2029 (ISIN: DE000A3L3AF1) (the „1.5L 14% Notes“)
(each a „Series“ and together, the „Notes„)

The Issuer hereby requests the holders of the Notes (the „Holders„) to participate in the vote without meeting (Abstimmung ohne Versammlung) with respect to both Series

within the voting period (the „Voting Period„)
beginning on 17 January 2025, 00:00 CET and
ending on 21 January 2025, 24:00 CET (end of day)

and to submit their votes towards the notary public Karin Arnold
with her business seat at Schlüterstraße 45, 10707 Berlin, Germany
(the „Scrutineer„).

IMPORTANT NOTICE

UNLESS OTHERWISE DEFINED HEREIN, TERMS USED AND DEFINED IN THE TERMS AND CONDITIONS OF THE RESPECTIVE SERIES (THE „TERMS AND CONDITIONS„) SHALL HAVE THE MEANING ATTRIBUTED TO THEM IN THE RESPECTIVE TERMS AND CONDITIONS WITH RESPECT TO THE RESPECTIVE SERIES WHEN USED IN THIS INVITATION TO VOTE.

THE VOTE WITHOUT MEETING (ABSTIMMUNG OHNE VERSAMMLUNG) WITH RESPECT TO EACH SERIES (THE „VOTING„) WILL BE CONDUCTED BY THE SCRUTINEER WHO HAS BEEN APPOINTED BY THE ISSUER FOR SUCH PURPOSE.VOTES MUST BE SUBMITTED TO THE SCRUTINEER IN TEXT FORM (AS DEFINED IN SECTION 126B OF THE GERMAN CIVIL CODE (BÜRGERLICHES GESETZBUCH – „BGB„)) WITHIN THE VOTING PERIOD WHICH WILL COMMENCE ON 17 JANUARY 2025, 00:00 CET AND END ON 21 JANUARY 2025, 24:00 CET (END OF DAY) (THE „VOTING PERIOD„).

IN ORDER TO PARTICIPATE IN THE VOTING, HOLDERS MUST PROVIDE PROOF OF ELIGIBILITY FOR EXERCISING VOTING RIGHTS. FOR DETAILS ON THE PREREQUISITES WHICH MUST BE MET BY HOLDERS FOR PARTICIPATING IN THE VOTING AND EXERCISING VOTING RIGHTS SEE „F. – VOTING PROCEDURES“.

HOLDERS MAY CAST THEIR VOTES THROUGH KROLL ISSUER SERVICES LIMITED (THE „TABULATION AGENT„) ACTING AS THEIR PROXY (STELLVERTRETER)BY INSTRUCTING THE TABULATION AGENT TO VOTE IN FAVOUR OF OR AGAINST THE RESOLUTIONS SOUGHT BY THE ISSUER IN THE VOTING OR ABSTAIN FROM VOTING (THE „VOTING INSTRUCTION„).

HOLDERS SHOULD BE AWARE THAT CERTAIN ADDITIONAL FORMALITIES NEED TO BE FULFILLED PRIOR TO THE VOTING PERIOD IN ORDER TO VALIDLY PASS VOTES THROUGH THE TABULATION AGENT. ALSO, IF THE HOLDERS WISH TO CAST VOTES DIRECTLY TO THE SCRUTINEER, CERTAIN FORMALITIES NEED TO BE FULFILLED BY THE END OF THE VOTING PERIOD. HOLDERS SHOULD THEREFORE CAREFULLY READ THIS INVITATION TO VOTE AND THE VOTING PROCEDURES DESCRIBED HEREIN.

HOLDERS ARE ADVISED T O CHECK WITH ANY NOMINEE,CUSTODIAN,INTERMEDIARY OR PERSON ACTING IN A SIMILAR CAPACITY FOR THE HOLDER WHETHER SUCH NOMINEE, CUSTODIAN, INTERMEDIARY OR PERSON ACTING IN A SIMILAR CAPACITY FOR THE HOLDER WOULD REQUIRE RECEIPT OF INSTRUCTIONS TO PARTICIPATE IN THE RESPECTIVE VOTING BEFORE THE RELEVANT DEADLINES SPECIFIED IN THIS INVITATION TO VOTE. THE DEADLINES SET BY THE CLEARING SYSTEM FOR THE SUBMISSION OF INSTRUCTIONS MAY ALSO BE EARLIER THAN THE RELEVANT DEADLINES SPECIFIED IN THIS INVITATION TO VOTE.

A.

Background and Rationale for the Invitation to Vote

This section „Background and Rationale for the Invitation to Vote“ has been included in this Invitation to Vote voluntarily by the Issuer to outline the background for the Voting and the proposed resolutions. This section does not purport to provide a complete basis for the decision of the Holders sought in this Invitation to Vote. The Issuer does not warrant that this section „Background and Rationale for the Invitation to Vote“ contains all information that is necessary or appropriate for passing the proposed resolutions sought by the Issuer. Holders must rely on their own examination of the Issuer, the terms of the Invitation to Vote and the proposed resolutions sought thereunder as well as the securities described in this Invitation to Vote. Holders should not consider any information in this Invitation to Vote to be investment, legal or tax advice. Holders should consult their own counsel, accountant or other advisors for legal, tax, business, financial and related advice regarding the proposed resolutions sought as well as the Voting.

Certain statements in this section „Background and Rationale for the Invitation to Vote“ are forward-looking statements. Forward-looking statements include statements concerning the Issuer’s plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, its competitive strengths and weaknesses, its business strategy and the trends the Issuer anticipates in the industries and the economic, political and legal environment in which it operates and other information that is not historical information. Words such as „believe“, „anticipate“, „estimate“, „expect“, „intend“, „predict“, „project“, „could“, „may“, „will“, „plan“ and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Holders should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

The Issuer, ADLER Financing S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg having its registered office at 46A, Avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, is an orphan special purpose vehicle which has been set up to provide financing to Adler Group S.A., which is not a company related to the Issuer.

As of December 2024, the following notes have been outstanding which have been issued by Adler Financing:

EUR 1,205,304,900 12.500% Notes due 2028 (ISIN: DE000A3L3AD6) (the „Existing 12.5% 1L Notes„);

the 1.5L 4.25% Notes; and

the 1.5L 14% Notes.

The proceeds of these notes have been on-lent by the Issuer under a facilities agreement with inter alia, Adler Group S.A. (the „Facilities Agreement„) as borrower. Any proceeds received by the Issuer under the Facilities Agreement from Adler Group S.A. and its subsidiaries are intended to be used by the Issuer for the redemption under the Existing 12.5% 1L Notes and the Notes.

On 20 December 2024, Adler Group S.A. published that it has procured binding commitments in an amount of EUR 1.2bn for the refinancing of the Existing 12.5% 1L Notes by issuing new 8.25% 1L notes (the „New 8.25% 1L Notes„) at an original issuance discount of 1% („OID„). Adler Group S.A. thereafter approached Adler Financing, requesting it to refinance the Existing 12.5% 1L Notes by issuing the New 8.25% 1L Notes based on the binding commitments. This, in turn, would allow Adler Financing to reduce the interest rate payable by Adler Group S.A. with respect to the ‚Facilities 1L‘ under the Facilities Agreement from currently 12.5% per annum payment-in-kind (PIK) interest to 8.25% per annum PIK interest, as well as an increase of the principal amount to cover the OID and any costs, fees and expenses incurred in connection with refinancing (the redemption of the Existing 12.5% 1L Notes, the issuance of the New 8.25% 1L Notes and the corresponding amendments to the Facilities Agreement together, the „Proposed 1L Refinancing„). As the Proposed 1L Refinancing is in the interest of the Holders, Adler Financing intends to agree to the Proposed 1L Refinancing. Pursuant to § 13 of the Terms and Conditions of each Series, the Issuer may not enter into other obligations and activities than the issuance of the Existing 12.5% 1L Notes and the Notes.

Against this backdrop, the Issuer kindly requests the Holders of each Series to pass the following resolutions:

(i)

as a precautionary measure, a resolution (1) to waive any termination right that may arise pursuant to § 9(1)(b) of the Terms and Conditions as a result of a failure by the Issuer to duly perform its obligations arising from § 13 or any other provision of the Terms and Conditions (a) by entering into the Proposed 1L Refinancing Transaction Documents (as defined below) and implementing the Proposed 1L Refinancing or (b) otherwise in connection with the Proposed 1L Refinancing, and (2) to agree expressly to enter into the Proposed 1L Refinancing Transaction Documents and implement the Proposed 1L Refinancing.

This would permit the Issuer in particular to (1) amend or confirm any security, or grant a junior-ranking security interest in respect of any collateral granted currently for the Existing 12.5% 1L Notes for the benefit of the New 8.25% 1L Notes and instruct the Security Agent accordingly, and (2) enter into an amendment agreement in respect of the Facilities Agreement with, inter alia, Adler Group S.A. to reflect the terms of the Proposed 1L Refinancing;

(ii)

a resolution to amend the Terms and Conditions of each Series to reflect the refinancing of the Existing 12.5% 1L Notes and their replacement by the New 8.25% 1L Notes; and

(iii)

a resolution to pre-emptively waive any declaration of noteholders that the Notes be due in accordance with § 9 of the Terms and Conditions of each Series in connection with the implementation of the Proposed 1L Refinancing.

The New 8.25% 1L Notes are not publicly offered by ADLER Financing S.à r.l.

B.

Agenda

I.

Resolutions for the 1.5L 4.25% Notes

The Issuer submits the proposal for the following three (3) resolutions (together the „1.5L 4.25% Notes Resolutions„) to the Holders of the 1.5L 4.25% Notes and puts the 1.5L 4.25% Notes Resolutions to a vote.

The Issuer proposes to the Holders of 1.5L 4.25% Notes to consent to each of the following three Resolutions by exercising their voting rights with „yes“ to each Resolution.

Resolution 1 (Waiver of Termination Right and Authorization of the Proposed 1L Refinancing)

The Holders of the 1.5L 4.25% Notes resolve as follows:

„Any termination right as well as any other rights and claims that may arise pursuant to § 9(1)(b) of the Terms and Conditions or otherwise as a result of a failure by the Issuer to duly perform its obligations arising from § 13 or any other provision of the Terms and Conditions:

(a)

by entering into the Proposed 1L Refinancing Transaction Documents (as defined below) and implementing the refinancing as contemplated thereby (the „Proposed 1L Refinancing„); or

(b)

otherwise in connection with the Proposed 1L Refinancing,

is hereby waived.

In addition, in respect of the restrictions on obligations of the Issuer pursuant to § 13 of the Terms and Conditions, the Issuer is hereby expressly authorized and permitted to:

(1)

issue new 1L notes with substantially similar terms and conditions as the existing 1L Notes, except that, inter alia:

(i)

the ‚PIK Amount‘ as defined in § 5 (1) of the terms and conditions of the 1L Notes shall reflect a reduction of the implied interest rate from 6.250 per cent semi-annually to 4.125 per cent semi-annually, and

(ii)

the aggregate principal amount as stated in § 1 (2) of the terms and conditions of the 1L Notes shall be increased to reflect the ‚Redemption Amount‘ as determined under the 1L Notes in relation to the date of their redemption, the 1% OID offered to the subscribers of the new 1L notes and any costs, fees and expenses incurred in connection with the Proposed 1L Refinancing (the „New 8.25% 1L Notes„);

(2)

enter into a subscription agreement in relation to New 8.25% 1L Notes with certain investors, a paying agent and other agents and/​or service providers (as applicable);

(3)

enter into an agency agreement with regard to the New 8.25% 1L Notes with a paying agent;

(4)

enter into an amendment and restatement agreement in relation to the Adler Facilities Agreement (as such term is defined in the Terms and Conditions);

(5)

enter into amendment and/​or confirmation agreements or junior-ranking security agreements in relation any collateral security;

(6)

to effect any legal transaction as well to enter into all agreements, to pass all resolutions, to make and accept all declarations, including declarations to courts and official authorities and to take all other actions and measures which the Issuer deems, in its sole discretion, necessary, appropriate or desirable in connection with the Proposed 1L Refinancing

(each of the transaction documents referred to under (1) through (6) above, a „Proposed 1L Refinancing Transaction Document“ and together, the „Proposed 1L Refinancing Transaction Documents„).

The Issuer is hereby authorized and instructed to instruct and agree with the Security Agent to enter into all Proposed 1L Refinancing Transaction Documents which the Issuer deems, in its sole discretion, necessary, appropriate or desirable to be entered into by the Security Agent in connection with the Proposed 1L Refinancing. In respect of any security granted by the Issuer for the benefit of the Holders, the Security Agent is hereby authorized and instructed to enter into all Proposed 1L Refinancing Transaction Documents which the Issuer deems, in its sole discretion, necessary, appropriate or desirable to be entered into by the Security Agent in connection with the Proposed 1L Refinancing.“

Resolution 2 (Amendment of the Terms and Conditions)

The Holders of the 1.5L 4.25% Notes resolve to amend the Terms and Conditions as follows:

„The Terms and Conditions are amended (the „Amendments„) as set forth below:

1.

In § 2 paragraph 1 of the Terms and Conditions, the definition of ‚1L Notes‘ is amended to read as follows:

1L Notes“ means (i) the Issuer’s EUR 1,205,304,900 12.5 per cent PIK notes (Schuldverschreibungen) due 2028 issued by the Issuer on or about the Issue Date, as may be increased by an amount required at that time to fund a loan from the Issuer to Adler Group S.A. intended to be used to redeem (including unpaid but accrued interest and a payable make whole premium) the EUR 300,000,000 senior unsecured notes due 2026 issued by Adler Real Estate GmbH (ISIN: XS1713464524) together with any fees and premium on the issue price incurred by or on behalf of the Issuer in connection with such increase of the notes (such increase, the „1L Notes Increase„) and (ii) the proposed 8.25% 1L notes to be issued in connection with certain commitment letters obtained by Adler Group S.A. on or about 20 December 2024 to refinance in full any and all 1L Notes referred to in item (i) (the „1L Refinancing Notes„).

2.

§ 13 of the Terms and Conditions is amended to read as follows:

§ 13
RESTRICTIONS ON OBLIGATIONS AND ACTIVITIES OF THE ISSUER

Restrictions on Obligations and Activities. The Issuer undertakes not to enter into any obligations other than obligations arising from or in connection with subscription agreements concluded with purchasers of the Notes (including the issuance of additional Notes) and with purchasers of the 1L Notes (including any 1L Notes issued under the 1L Notes Increase and any 1L Refinancing Notes) or any other 1.5L Notes (the 1L Notes and the 1.5L Notes together, the „Issuer Notes„), the Issuer Notes, the agency agreements in relation to the issuance of the Issuer Notes, one or more Security Trust Agreements relating to the Issuer Notes, any pledge agreements between the Issuer and the Security Agent, any agreements in connection to loans granted to Adler Group S.A. and/​or any of its subsidiaries (in particular under the Adler Facilities Agreement) as well as any agreement for the taking of collateral or any intercreditor agreement in relation to such loans granted to Adler Group S.A. and/​or any of its subsidiaries and/​or the other contracts concluded in the ordinary course of business of the Issuer (collectively the „Transaction Agreements„), or in connection therewith. The Issuer further undertakes not to engage in any activities other than those arising from or in connection with the Issuer Notes or the Transaction Agreements.

Resolution 3 (Waiver of termination right pursuant to section 5 (5) sent. 2 of the SchVG)

The Holders of the 1.5L 4.25% Notes resolve as follows:

„The Holders hereby declare with effect for and against all Holders forbearance from exercising any termination right which may arise under § 9 (1) (b) of the Terms and Conditions as a result of a breach of § 13 of the Terms and Conditions by the Issuer entering into the Proposed 1L Refinancing Transaction Documents and implementing the Proposed 1L Refinancing.

The Holders further pre-emptively waive pursuant to section 5 (5) sent. 2 of the SchVG any termination declarations which may be made by a sufficient quorum of Holders under § 9 (1) (b) of the Terms and Conditions in relation to the Proposed 1L Refinancing.“

II.

Resolutions for the 1.5L 14% Notes

The Issuer submits the proposal for the following three (3) resolutions (together the „1.5L 14% Notes Resolutions„, and together with the 1.5L 4.25% Notes Resolutions, the „Resolutions„) to the Holders of the 1.5L 14% Notes and puts the 1.5L 14% Notes Resolutions to a vote.

The Issuer proposes to the Holders of 1.5L 14% Notes to consent to each of the following three Resolutions by exercising their voting rights with „yes“ to each Resolution.

Resolution 1 (Waiver of Termination Right and Authorization of the Proposed 1L Refinancing)

The Holders of the 1.5L 14% Notes resolve as follows:

„Any termination right as well as any other rights and claims that may arise pursuant to § 9(1)(b) of the Terms and Conditions or otherwise as a result of a failure by the Issuer to duly perform its obligations arising from § 13 or any other provision of the Terms and Conditions:

(a)

by entering into the Proposed 1L Refinancing Transaction Documents (as defined below) and implementing the refinancing as contemplated thereby (the „Proposed 1L Refinancing„); or

(b)

otherwise in connection with the Proposed 1L Refinancing,

is hereby waived.

In addition, in respect of the restrictions on obligations of the Issuer pursuant to § 13 of the Terms and Conditions, the Issuer is hereby expressly authorized and permitted to:

(1)

issue new 1L notes with substantially similar terms and conditions as the existing 1L Notes, except that, inter alia:

(i)

the ‚PIK Amount‘ as defined in § 5 (1) of the terms and conditions of the 1L Notes shall reflect a reduction of the implied interest rate from 6.250 per cent semi-annually to 4.125 per cent semi-annually, and

(ii)

the aggregate principal amount as stated in § 1 (2) of the terms and conditions of the 1L Notes shall be increased to reflect the ‚Redemption Amount‘ as determined under the 1L Notes in relation to the date of their redemption, the 1% OID offered to the subscribers of the new 1L notes and any costs, fees and expenses incurred in connection with the Proposed 1L Refinancing (the „New 8.25% 1L Notes„);

(2)

enter into a subscription agreement in relation to New 8.25% 1L Notes with certain investors, a paying agent and other agents and/​or service providers (as applicable);

(3)

enter into an agency agreement with regard to the New 8.25% 1L Notes with a paying agent;

(4)

enter into an amendment and restatement agreement in relation to the Adler Facilities Agreement (as such term is defined in the Terms and Conditions);

(5)

enter into amendment and/​or confirmation agreements or junior-ranking security agreements in relation any collateral security;

(6)

to effect any legal transaction as well to enter into all agreements, to pass all resolutions, to make and accept all declarations, including declarations to courts and official authorities and to take all other actions and measures which the Issuer deems, in its sole discretion, necessary, appropriate or desirable in connection with the Proposed 1L Refinancing

(each of the transaction documents referred to under (1) through (6) above, a „Proposed 1L Refinancing Transaction Document“ and together, the „Proposed 1L Refinancing Transaction Documents„).

The Issuer is hereby authorized and instructed to instruct and agree with the Security Agent to enter into all Proposed 1L Refinancing Transaction Documents which the Issuer deems, in its sole discretion, necessary, appropriate or desirable to be entered into by the Security Agent in connection with the Proposed 1L Refinancing. In respect of any security granted by the Issuer for the benefit of the Holders, the Security Agent is hereby authorized and instructed to enter into all Proposed 1L Refinancing Transaction Documents which the Issuer deems, in its sole discretion, necessary, appropriate or desirable to be entered into by the Security Agent in connection with the Proposed 1L Refinancing.“

Resolution 2 (Amendment of the Terms and Conditions)

The Holders of the 1.5L 14% Notes resolve to amend the Terms and Conditions as follows:

„The Terms and Conditions are amended (the „Amendments„) as set forth below:

1.

In § 2 paragraph 1 of the Terms and Conditions, the definition of ‚1L Notes‘ is amended to read as follows:

1L Notes“ means (i) the Issuer’s EUR 1,205,304,900 12.5 per cent PIK notes (Schuldverschreibungen) due 2028 issued by the Issuer on or about the Issue Date, as may be increased by an amount required at that time to fund a loan from the Issuer to Adler Group S.A. intended to be used to redeem (including unpaid but accrued interest and a payable make whole premium) the EUR 300,000,000 senior unsecured notes due 2026 issued by Adler Real Estate GmbH (ISIN: XS1713464524) together with any fees and premium on the issue price incurred by or on behalf of the Issuer in connection with such increase of the notes (such increase, the „1L Notes Increase„) and (ii) the proposed 8.25% 1L notes to be issued in connection with certain commitment letters obtained by Adler Group S.A. on or about 20 December 2024 to refinance in full any and all 1L Notes referred to in item (i) (the „1L Refinancing Notes„).

2.

§ 13 of the Terms and Conditions is amended to read as follows:

§ 13
RESTRICTIONS ON OBLIGATIONS AND ACTIVITIES OF THE ISSUER

Restrictions on Obligations and Activities. The Issuer undertakes not to enter into any obligations other than obligations arising from or in connection with subscription agreements concluded with purchasers of the Notes (including the issuance of additional Notes) and with purchasers of the 1L Notes (including any 1L Notes issued under the 1L Notes Increase and any 1L Refinancing Notes) or any other 1.5L Notes (the 1L Notes and the 1.5L Notes together, the „Issuer Notes„), the Issuer Notes, the agency agreements in relation to the issuance of the Issuer Notes, one or more Security Trust Agreements relating to the Issuer Notes, any pledge agreements between the Issuer and the Security Agent, any agreements in connection to loans granted to Adler Group S.A. and/​or any of its subsidiaries (in particular under the Adler Facilities Agreement) as well as any agreement for the taking of collateral or any intercreditor agreement in relation to such loans granted to Adler Group S.A. and/​or any of its subsidiaries and/​or the other contracts concluded in the ordinary course of business of the Issuer (collectively the „Transaction Agreements„), or in connection therewith. The Issuer further undertakes not to engage in any activities other than those arising from or in connection with the Issuer Notes or the Transaction Agreements.

Resolution 3 (Waiver of termination right pursuant to section 5 (5) sent. 2 of the SchVG)

The Holders of the 1.5L 14% Notes resolve as follows:

„The Holders hereby declare with effect for and against all Holders forbearance from exercising any termination right which may arise under § 9 (1) (b) of the Terms and Conditions as a result of a breach of § 13 of the Terms and Conditions by the Issuer entering into the Proposed 1L Refinancing Transaction Documents and implementing the Proposed 1L Refinancing.

The Holders further pre-emptively waive pursuant to section 5 (5) sent. 2 of the SchVG any termination declarations which may be made by a sufficient quorum of Holders under § 9 (1) (b) of the Terms and Conditions in relation to the Proposed 1L Refinancing.“

C.

Consent of the Issuer to the Resolutions

The Issuer hereby declares its consent (Einwilligung) to the Resolutions with respect to both Series.

D.

Legal Basis for the Vote without Meeting, Quorum and Majority Requirements

The Terms and Conditions provide that in accordance with the German Act on Debt Securities of 2009 as amended (Schuldverschreibungsgesetz – „SchVG„), the Holders may in a vote without meeting pursuant to section 18 of the SchVG by majority resolution (i) agree with the Issuer on amendments of the Terms and Conditions with regard to matters permitted by the SchVG and (ii) appoint or dismiss a holders‘ representative.

According to section 5 (4) of the SchVG and the Terms and Conditions, resolutions of Holders have to be passed by a simple majority of the voting rights participating in the vote, unless the proposed resolution materially changes the substance of the Terms and Conditions, in particular in the cases of section 5 (3) sent. 1 numbers 1 through 9 of the SchVG. Such a resolution requires a majority of at least 75% of the voting rights participating in the vote. A vote declaring termination declarations void pursuant to section 5 (5) sent. 2 and 3 of the SchVG requires a simple majority of the voting rights and must be supported by more creditors than have exercised termination rights.

As of the date of this Invitation to Vote, the aggregate principal amount of Notes issued and outstanding is with respect to the 1.5L 4.25% Notes EUR 116,700,000 and with respect to the 1.5L 14% Notes EUR 555,611,000. Each Holder shall participate in the Voting in accordance with the nominal amount of the respective Notes held by such Holder. Each 1.5L 4.25% Note in the specified denomination of EUR 100,000 shall count as one vote, while each 1.5L 14% Note in the specified denomination of EUR 1,000 shall count as one vote.

Adoption of the Resolutions requires with respect to:

(a)

Resolution 1 and Resolution 2 for each Series the consent of the respective Holders constituting a majority of at least 75% of the voting rights participating in the Voting (= 75% of the outstanding nominal amount of the Series participating in the Voting and not held by the Issuer or its affiliates); and

(b)

Resolution 3 for each Series pursuant to section 5 (4) sent. 1 and (5) sent. 3 of the SchVG the consent of the respective Holders constituting a majority of more than 50% of the voting rights participating in the Voting (= 50% of the outstanding nominal amount of the relevant Series, it being understood that votes in respect of Notes held by the Issuer or its affiliates would not count for this purpose) is required (the consents referred to under (a) and (b) together, the „Requisite Consents„). A vote declaring termination declarations void pursuant to section 5 (5) sent. 2 and 3 of the SchVG must be supported by more creditors than have exercised termination rights. As Resolution 3 for each Series is sought as a precautionary measure to avoid the exercise of any termination right that may arise in the future in connection with the implementation of the Proposed 1L Refinancing, the Issuer has decided to require a majority of 50% of the aggregate outstanding nominal amount of the relevant Series for Resolution 3, irrespective of the participation in the Voting.

In order to have a quorum, it is required under the SchVG that Holders representing at least 50% of the aggregate outstanding principal amount of the respective Series participate in the Voting for such Series (the „Quorum„). For the avoidance of doubt, each of the Resolutions with respect to each Series must individually receive the respective Requisite Consent and requires the participation of a Quorum in order to be adopted. In case all Resolutions meet the aforementioned requirements, all Resolutions are adopted.

The Issuer will publish the results of the Voting as soon as reasonably possible on its website and in the Federal Gazette (Bundesanzeiger).

E.

Legal Consequences in Case of an Adoption of the Resolutions

The implementation (Vollzug im Sinne des § 21 SchVG) of any amendments to terms and conditions of issue of notes under the SchVG is subject to (i) the participation of the Quorum, (ii) the receipt of the Requisite Consents for each Series to each and all waivers and (iii) for Resolution 2 in relation to each Series, the expiry of the statutory contestation period under the SchVG (provided that no contestation proceeding is pending with respect to the relevant consent solicitation under the SchVG or the resolutions at such time) or if one or more contestation action have been filed, for each such contestation action the settlement, withdrawal or other termination of such contestation action or a clearance decision of the competent Higher Regional Court that the filing of the respective contestation action does not preclude the implementation of the Amendments (as such term is defined in the respective Resolution 2) (together the „Consent Conditions„).

The Issuer may not act under its authorization prior to the satisfaction of the Consent Conditions in relation to both Series. The Issuer will procure that the Proposed 1L Refinancing Transaction Documents are entered into as soon as possible after receipt of the Consent Conditions in relation to both Series, except for Consent Condition (iii) above which applies only to Resolution 2 with respect to each Series where the Issuer will only act once Consent Condition (iii) is also satisfied.

The Issuer will procure that the Amendments are implemented by filing the Resolution 2 (including, for the avoidance of doubt, the Amendments) with respect to each Series with Clearstream Banking AG, Frankfurt am Main, Germany („CBF„) and procuring that the respective Resolution 2 (including, for the avoidance of doubt, the Amendments) is physically attached to the global note representing the Notes by CBF as soon as possible after (but not before) satisfaction of all Consent Conditions. The Amendments will become effective once Resolution 2 has been filed with CBF and attached to the global note representing the Notes in accordance with section 21 of the SchVG with respect to each Series.

If the waivers, the authorizations, the Amendments and any other items of the Resolutions become effective, these will be binding on all Holders of Notes issued and outstanding under the Terms and Conditions and their successors and transferees, whether or not such Holders consented to the Resolutions or participated in the Voting at all.

F.

Voting Procedures

I.

Voting Period; Termination

Holders may cast their votes through the Tabulation Agent acting as their proxy (Stellvertreter) or cast their votes directly to the Scrutineer. The Voting Period will begin on 17 January 2025, 00:00 CET and end on 21 January 2025, 24:00 CET (end of day). The Issuer reserves the right, in its sole discretion, subject to applicable law and certain contractual restrictions, at any time prior to the beginning of the Voting Period, to terminate the Voting for any reason.

The Issuer will promptly disclose such termination in a public announcement.

Without limiting the manner in which the Issuer may choose to make a public announcement of any termination of the Voting, the Issuer shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely announcement to Holders and complying with any applicable notice provisions of the Terms and Conditions and the SchVG.

II.

Procedures for Voting

1.

Registration and Legitimation to Participate in the Vote

In accordance with section 18 (4) of the SchVG in connection with section 10 (3) of the SchVG and Terms and Conditions, participation in the Voting is subject to the submission of evidence of the Holder’s beneficial or legal ownership of its Notes. In order to vote, Holders will need to follow the procedures set out below.

Registration with the Tabulation Agent

Holders wishing to cast their Vote via the Tabulation Agent are requested to register (the „Registration„) by no later than 24:00 CET (end of day) on 16 January 2025 (the „Registration Deadline„) and provide the following information via https:/​/​deals.is.kroll.com/​adler-financing (the „Voting Platform„):

the Holder’s name;

the Holder’s address; and

the aggregate principal amount and/​or number of Notes credited to such Holder’s securities account on such date for each Series

(together, the „Holder Details„).

Upon completion of the registration process, the Voting Platform will generate an email to the Holder confirming that the registration was successfully completed and specifying a „Unique Identifier Reference„.

Votes of Holders who fail to register with the Tabulation Agent by the Registration Deadline will be disregarded and will be of no effect.

Vote to the Scrutineer

Holders wishing to directly vote to the Scrutineer need to submit proof of their legitimation to participate in the vote. It is recommended and sufficient proof to provide the following documents in text form (as defined in section 126b of the BGB, e.g. via mail, fax or email) to the Scrutineer until 16 January 2025:

A special confirmation issued by the bank or other financial institution with which the Holder maintains a securities account in respect of the Notes (the „Custodian„) stating (i) the full name and address of the Holder and (ii) specifying the aggregate principal amount and/​or the number of the Notes credited to such securities account on the date of such statement (the „Special Confirmation„); and

a blocking note issued by the Custodian stating that the respective Notes are not transferable during the period from the date of such blocking note until the last day (inclusive) of the Voting Period, i.e. 21 January 2025, 24:00 CET (end of day) (the „Blocking Note“ and, if submitted in combination with the Special Confirmation, the „Special Confirmation and Blocking Note„).

The contact details of the Scrutineer are set forth below under „Direct Voting to the Scrutineer„.

A form of the Special Confirmation and Blocking Note is attached hereto as Annex 1-3. Use of the form of Special Confirmation and Blocking Note is not mandatory. However, Holders who fail to provide proper proof of their legitimation to participate in the vote by 16 January 2025 will not be eligible to vote.

No separate Special Confirmation and Blocking Note is required from Holders registering with and casting their Vote through the Tabulation Agent in accordance with the procedures set out below since a special confirmation and blocking note is part of the Consent Instruction.

2.

Voting through the Tabulation Agent

Holders who have registered via the Voting Platform may cast their votes through the Tabulation Agent acting as their proxy (Stellvertreter) by instructing the Tabulation Agent to vote in favor of or against each of the Resolutions or abstain from voting via the Voting Platform by no later than the Registration Deadline. By submitting a valid Voting Instruction, the Holder will appoint the Tabulation Agent as proxy (Stellvertreter) to vote in the manner specified in their Voting Instruction at the Voting during the Voting Period.

In addition, Holders wishing to cast their votes via the Tabulation Agent must certify that they are:

(1)

a non „U.S. Person“ as defined in Regulation S under the U.S. Securities Act;

(2)

a „Qualified Institutional Buyer“ („QIB“) as defined under Rule 144A of the U.S. Securities Act;

(3)

an „Accredited Investor“ as defined in Rule 501(a) under the U.S. Securities Act; or

(4)

none of (1) to (3) above

(the „Certification as to Investor Status„).

Persons who certify that they are „none of (1) to (3) above“ must provide the Tabulation Agent with their contact details (including telephone number and email address) as well as any other information reasonably requested by the Tabulation Agent in order to participate in the Voting through the Tabulation Agent. Holders must note that confirmation of (1) to (3) above is deemed to have been made as soon as the relevant Holder has registered with the Tabulation Agent.

In addition, a Holder must, by the Registration Deadline, submit (or procure the submission of) an electronic instruction to block the relevant Notes in Clearstream Banking AG, Frankfurt am Main, Germany („CBF„), Clearstream Banking, S.A. or Euroclear Bank S.A./​N.V., as applicable (each a „Clearing System„), given in such form as is specified by the relevant Clearing System from time to time (a „Consent Instruction„) to the relevant Clearing System and procure that the Tabulation Agent receives such Consent Instruction via the Clearing System, by the Registration Deadline.

Each Consent Instruction must contain the following information:

the Holder Details;

the aggregate nominal amount of the Notes in respect of which a Holder wishes the Tabulation Agent (or its nominee) to vote as its proxy (Stellvertreter) in respect of the Resolutions;

the name of person shown in the records of the Clearing Systems as a holder of the respective Notes (the „Direct Participant„) and the securities account number at the Clearing System in which the Notes are held; and

an instruction to immediately block the Notes which are the subject of the Consent Instruction in accordance with the procedures set out below under „-Procedures in respect of the Clearing System„.

The Holder must also provide the Unique Identifier Reference as obtained from the Voting Platform to its Direct Participant, so that the Direct Participant can submit the Unique Identifier Reference to the Tabulation Agent as further described below under „-Further Details on Consent Instructions„.

By submitting a Consent Instruction, the Holder makes the representations and warranties set out in this Invitation to Vote. If the Holder has validly (i) registered on the Voting Platform and instructed the Tabulation Agent and (ii) submitted a Consent Instruction in due time before the Registration Deadline, the Tabulation Agent will cast the vote on behalf of the Holder as instructed in the Voting Instruction during the Voting Period.

Separate Consent Instructions must be submitted on behalf of each Holder and in respect of each Series of Notes.

Holders submitting Consent Instructions must also procure that the Clearing Systems block the Notes which are the subject of the Consent Instruction in accordance with the procedures set out below in „-Procedures in respect of the Clearing System„.

Only Direct Participants may submit Consent Instructions to the Clearing System.

In case Holders wish to cast their vote via the Tabulation Agent, Holders need to provide a Consent Instruction prior to the Registration Deadline. Holders who fail to provide a Consent Instruction prior to the Registration Deadline will not be eligible to vote via the Tabulation Agent.

HOLDERS MUST NOTE THAT THE SUBMISSION OF A CONSENT INSTRUCTION IN THE RELEVANT CLEARING SYSTEM ONLY SERVES TO BLOCK THE RELEVANT POSITION AND DOES NOT CONSTITUTE A VOTE.

TO VOTE, HOLDERS MUST REGISTER IN THE VOTING PLATFORM WHERE THEY WILL BE ABLE TO VOTE IN EACH RESOLUTION, AS APPLICABLE.

A Holder choosing to vote through the Tabulation Agent also authorizes the Tabulation Agent to vote on a Countermotion (as defined in „Countermotions and Requests for Additional Resolution Items„) submitted by a Holder, (i) that is published by the Issuer in accordance with section 13 (4) of the SchVG no later than 24:00 CET (end of day) on 16 January 2025 and (ii) in respect of which the Issuer has announced its support, in accordance with the Holder’s voting instructions (yes, no or abstention) in relation to the Countermotion unless such Holder has amended or revoked its voting instruction as set forth in the second following paragraph. This means that the Tabulation Agent will cast the vote of a Holder, that has voted „yes“ on the original Resolution with „yes“ for such Countermotion and „no“ for the original Resolution. If a Holder has instructed the Tabulation Agent to vote „no“ or „abstention“ in relation to the original Resolution the Tabulation Agent will cast such Holder’s vote on such Countermotion with „no“ or „abstention“, as applicable, in relation to both the original Resolution and such Countermotion.

If a Countermotion is submitted that does not meet any of the requirements set out in the preceding paragraph, Holders will be given the option to vote either on the Issuer’s proposed Resolution or the Countermotion. Any Voting Instructions submitted in relation to the Issuer’s proposed Resolution prior to the filing of the Countermotion will remain valid unless revoked by the Holder and the Tabulation Agent will only cast a vote on behalf of a Holder if it has received an amended Voting Instruction as set forth in the following paragraph.

Holders may revoke or amend their Voting Instruction by sending a revocation or amendment to the Tabulation Agent at the contact details set forth in this Invitation to Vote (including via email). Any such revocation or amendment of a previous Voting Instruction must be received (zugehen) by the Tabulation Agent prior to the start of the Voting Period.

Holders that are not Direct Participants

Each Holder that is not a Direct Participant must arrange for the Direct Participant through which it holds the Notes or for the nominee, custodian, intermediary or person acting in a similar capacity for the Holder through which it holds the Notes to arrange for their Direct Participant in the Clearing System to submit a Consent Instruction, as the case may be, on its behalf to the Clearing System prior to the deadline(s) specified by such Clearing System and so as to be received by the Tabulation Agent prior to the Registration Deadline. Holders that are not Direct Participants shall instruct their Custodian to submit a Consent Instruction in respect of the Resolutions, by submitting or arranging for the submission of a duly completed and valid Consent Instruction to the Clearing System in accordance with the requirements of the Clearing System.

Further Details on Consent Instructions

Receipt of such Consent Instruction by CBF from a Direct Participant will be acknowledged in accordance with the standard practices of CBF and will result in the blocking of the relevant Notes in the relevant Direct Participant’s account with CBF so that no transfers may be effected in relation to such Notes (see „-Procedures in respect of the Clearing System„).

In addition to the Consent Instruction to CBF, the Direct Participant must provide the Tabulation Agent with a detailed spreadsheet which includes the individual instructions from the underlying instructing Holders which include (i) the name of the Holder, (ii) the address of the Holder and (iii) the Unique Identifier Reference the Holder obtained from the Tabulation Agent when registering on the Voting Platform.

CBF will transmit the Consent Instructions received from Direct Participants, either acting for itself or on behalf of the Holders, electronically to the Tabulation Agent. Upon receipt of such electronic message from CBF, the Tabulation Agent will assess whether the Holder Details in such messages correspond to the Holder Details submitted by the Holder to the Tabulation Agent upon registration on the Voting Platform. If the Tabulation Agent, in its reasonable discretion, determines that the details correspond and that it is validly instructed to vote on behalf of the relevant Holder, the Tabulation Agent will cast the votes during the Voting Period on behalf of the Holder as instructed in the Voting Instruction in text form (as defined in section 126b of the BGB, e.g. via mail, fax or email) to the Scrutineer.

Holders may submit, or procure the submission of, a Consent Instruction at any time prior to the Registration Deadline.

Holders are advised to check with any nominee, custodian, intermediary or person acting in a similar capacity for the Holder whether such nominee, custodian, intermediary or person acting in a similar capacity for the Holder would require receipt of instructions to participate in the Voting before the Registration Deadline. The deadlines set by the Clearing System for the submission of Consent Instructions may also be earlier than the relevant deadlines specified in this Invitation to Vote.

Procedures in respect of the Clearing System

A Holder will, upon submitting a Consent Instruction, or arranging for such Consent Instruction to be submitted by the Custodian, agree that its Notes subject to a Consent Instruction (i) held in the relevant account of the relevant Custodian will be blocked from the date the relevant instruction is received by the Custodian and (ii) held in the relevant account in the Clearing System will be blocked from the date the relevant Consent Instruction is submitted, in each case until the earlier of (x) the date on which the relevant instruction and/​or Consent Instruction is validly revoked, (y) the date on which the Invitation to Vote is terminated, withdrawn or otherwise not consummated and (z) the expiry of the Voting Period.

By submission of a Consent Instruction each Holder procures that its Notes subject to a Consent Instruction will be blocked in the securities account to which they are credited in the Clearing System with effect as from, and including, the day on which the Consent Instruction is submitted, so that no transfers of such Notes may be effected at any time after such date until the earlier of (i) the date on which the relevant instruction and/​or Consent Instruction is validly revoked, (ii) the date on which the Invitation to Vote is terminated, withdrawn or otherwise not consummated and (iii) the expiry of the Voting Period. Such Notes should be blocked in accordance with the procedures of the Clearing System and the deadlines required by the Clearing System. The Tabulation Agent shall be entitled to treat the receipt of a Consent Instruction as a confirmation that such Notes have been so blocked. The Tabulation Agent may require the Clearing System to confirm in writing that such Notes have been blocked with effect as from the date of submission of the Consent Instruction. In the event that the Clearing System fails to provide such confirmation, the Tabulation Agent shall inform the Scrutineer, and the Scrutineer shall be entitled, but not obliged, to reject the Consent Instruction and if rejected, the Vote in respect thereof shall be treated as not having been made.

Direct Participants in CBF give authority to CBF to disclose their identity to the Tabulation Agent, the Scrutineer and their respective legal advisers upon submission of a Consent Instruction, and as long as such Consent Instruction has not been validly revoked in accordance with the terms herein prior to the provision of such details.

Additional Terms when voting through the Tabulation Agent

The following additional terms apply to all Holders who vote through the Tabulation Agent.

For the avoidance of doubt, these additional terms do not apply to Holders who cast their vote to the Scrutineer directly.

1.

All delivered votes shall be deemed to be made on the terms set out in this Invitation to Vote.

2.

Each Holder who votes through the Tabulation Agent represents that it is not an affiliate (verbundenes Unternehmen) of the Issuer in the meaning of section 271 (2) of the German Commercial Code (Handelsgesetzbuch) and does not hold the Notes for the account of the Issuer or any of its affiliates. In accordance with the SchVG, voting rights are suspended with respect to Notes which are (i) attributable to the Issuer or an affiliate of the Issuer or (ii) held for the account of the Issuer or any of its affiliates.

3.

If Holders vote through the Tabulation Agent, the submission of a Consent Instruction to the Clearing System shall constitute an agreement, acknowledgement, undertaking, representation and warranty by the Holder and any Direct Participant submitting a Consent Instruction on such Holder’s behalf (if applicable) to each of the Issuer, the Tabulation Agent and the Scrutineer that at the time of submission of the Consent Instruction prior to the Registration Deadline:

(a)

it acknowledges that it has received and reviewed, understands and accepts the terms, conditions offer and distribution restrictions and other considerations set out in this Invitation to Vote;

(b)

in case of a Direct Participant, by blocking Notes in the Clearing System, it will consent and authorize the Clearing System to provide the Tabulation Agent, the Scrutineer and their respective legal advisers with details of the identity of the Direct Participant and as long as such Consent Instruction has not been withdrawn in accordance with the terms herein prior to the provision of such details;

(c)

it acknowledges that none of the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees has made any recommendation as to whether (or how) to vote in respect of the Resolutions and it represents that it has made its own decision with regard to voting in respect of the Resolutions based on any legal, tax or financial advice that it has deemed necessary to seek;

(d)

it acknowledges that none of the Issuer, the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees has given it any information with respect to the Voting save as expressly set out in this Invitation to Vote and any notice in relation thereto nor has any of the Tabulation Agent or the Scrutineer made any recommendation to it as to whether or how it should vote in respect of the Resolutions and it has made its own decision with regard to voting in respect of the Resolutions based on any legal, tax or financial advice it has deemed necessary to seek;

(e)

it acknowledges that no information has been provided to it by the Issuer, the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees with regard to the tax consequences to Holders arising from the Resolutions;

(f)

it has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it, in each respect, in connection with the Voting or submitting a Consent Instruction, in any jurisdiction and that it has not taken or omitted to take any action in breach of these representations or which will or may result in the Scrutineer or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Voting or any votes;

(g)

it has full power and authority to submit a Consent Instruction to vote;

(h)

any Consent Instruction delivered by it in respect of the Resolutions is made upon the terms and subject to the conditions of the Invitation to Vote;

(i)

in case of a Consent Instruction, it will, upon request, execute and deliver any additional documents and/​or do such other things deemed by the Issuer to be necessary or desirable to effect delivery of the Consent Instructions related to such Notes or to evidence such power and authority;

(j)

it is not a person from whom it is unlawful to seek approval of the Resolutions, to receive the Invitation to Vote or otherwise to participate in the Voting;

(k)

in case of a Consent Instruction, the terms and conditions of the Invitation to Vote shall be deemed to be incorporated in, and form a part of, the Consent Instruction which shall be read and construed accordingly and that the information given by or on behalf of such Holder in the Consent Instruction is true and will be true in all respects at the time of the Voting;

(l)

in case of a Consent Instruction, it holds and will hold, the Notes specified in the Consent Instruction in the account(s) specified in the Consent Instruction. It further hereby represents, warrants to the Issuer, the Tabulation Agent and the Scrutineer and undertakes that, in accordance with the procedures of CBF, and by the deadline required by CBF it has irrevocably instructed as the case may be to block such Notes with effect on and from the date of the Consent Instruction so that, at any time until the earlier of (i) the date on which the Voting is terminated, withdrawn or otherwise not consummated, (ii) the date on which the relevant Consent Instruction is validly revoked and (iii) the last day (inclusive) of the Voting Period, i.e. 21 January 2025, 24:00 CET (end of day), no transfers of such Notes may be effected; and it hereby represents, warrants and undertakes that it has delivered an individual, matching blocking instruction in respect of the relevant Notes specified in the Consent Instruction to CBF and has ensured that the relevant blocking instruction can be allocated to such Notes; and

(m)

it is not a Sanctioned Person (as defined below).

If the relevant Holder wishing to vote through the Tabulation Agent is unable to give any of the representations and warranties described above, such Holder should contact the Tabulation Agent.

1.

Save as otherwise provided herein, any announcement given to a Holder who voted through the Tabulation Agent will be deemed to have been duly given if delivered by the Tabulation Agent for onward transmission through the Clearing System. All notices will be given or published in accordance with the Terms and Conditions.

2.

Each Holder voting through the Tabulation Agent and submitting a Consent Instruction in accordance with its terms agrees to indemnify and hold harmless on an after-tax basis, the Issuer, the Tabulation Agent, the Scrutineer, and any of their respective affiliates, directors or employees against all and any losses, costs, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/​or undertakings given pursuant to, such Consent Instruction to vote by such Holder.

3.

All questions as to the validity, form and eligibility of any Consent Instruction (including the time of receipt or the compliance of such Consent Instruction with all applicable laws and regulations, including any regulations published by a Sanctions Authority) or revocation or revision thereof or delivery of Consent Instructions will be determined by the Scrutineer, in its sole discretion, subject to applicable law, which determination will be final and binding. Subject to applicable law, the Scrutineer’s interpretation of the terms and conditions of and validity, form and eligibility of the Voting and any vote (including any instructions in the Consent Instruction) shall be final and binding. No alternative, conditional or (subject to the terms herein) contingent Consent Instructions will be accepted. Subject to applicable law, the Scrutineer may: (a) in its duly exercised discretion reject any Consent Instruction submitted by a Holder or (b) in its duly exercised discretion elect to treat as valid a Consent Instruction, in both cases, not complying in all respects with the terms of the Invitation to Vote or in respect of which the relevant Holder does not comply with all the subsequent requirements of these terms and such determination will be final and binding.

4.

Unless waived by the Scrutineer any irregularities in connection with any Consent Instruction must be cured within such time as the Scrutineer shall in its absolute discretion determine, subject to applicable law. None of the Issuer, the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees or any other person will be under any duty to give notification of any defects or irregularities in such Consent Instruction, nor will any of such entities or persons incur any liability for failure to give such notification.

5.

Any communication (whether electronic or otherwise) addressed to the Scrutineer or the Tabulation Agent is communicated on behalf of a Holder by an attorney-in-fact, custodian, trustee, administrator, director or officer of a corporation or any other person acting in a fiduciary or representative capacity (other than a Direct Participant in its capacity as such), that fact must be indicated in the communication, and a power of attorney or other form of authority, in a form satisfactory to the Scrutineer, must be delivered to the Tabulation Agent by the end of the Voting Period. Failure to submit such evidence as aforesaid may result in rejection of the acceptance. Neither the Scrutineer nor the Tabulation Agent shall have any responsibility to check the genuineness of any such power of attorney or other form of authority so delivered and may conclusively rely on, and shall be protected in acting in reliance upon, any such power of attorney or other form of authority.

6.

None of the Issuer, the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees accepts any responsibility whatsoever for failure of delivery of any Consent Instruction or any other notice or communication or any other action required under these terms. The Scrutineer’s determination in respect of any Consent Instruction or any other notice or communication shall be final and binding.

For purposes of this section „Additional Terms when voting through the Tabulation Agent„:

Sanctions Authority“ refers to (i) the United States government, (ii) the United Nations, (iii) the European Union (or any of its member states), (iv) the United Kingdom or (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions, and the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty’s Treasury; and

Sanctioned Person“ refers to a person or entity (a „Person„) (i) that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority, (ii) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (a) the most current „Specially Designated Nationals and Blocked Persons“ list (which as of the date hereof can be found at: https:/​/​www.treasury.gov/​ofac/​downloads/​sdnlist.pdf) or (b) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http:/​/​www.treasury.gov/​ofac/​downloads/​fse/​fselist.pdf) or (c) the most current „Consolidated list of persons, groups and entities subject to EU financial sanctions“ (which as of the date hereof can be found at: https:/​/​data.europa.eu/​data/​datasets/​consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en) or (iii) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the most current „Sectoral Sanctions Identifications“ list (which as of the date hereof can be found at: https:/​/​www.treasury.gov/​ofac/​downloads/​ssi/​ssilist.pdf) (the „SSI List„), (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/​2014, as amended (the „EU Annexes„), or (c) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

3.

Direct Voting to the Scrutineer

While Holders are encouraged (but not required) to cast votes through the Voting Platform, each Holder may alternatively cast votes directly to the Scrutineer, either by acting as principal on its own behalf or by appointing a proxy (Stellvertreter), voting agent or other agent (other than the Tabulation Agent) (the „Direct Voting„).

Holders may cast their votes by sending a document in text form (as defined in section 126b of the German Civil Code (Bürgerliches Gesetzbuch), e.g. via mail, fax or email), in the German or English language, setting out the Holder Details and the vote in favour or against each of the Resolutions or the abstaining vote (the „Voting Form„) during the Voting Period in text form in the German or English language to the following address of the Scrutineer:

Notary public Karin Arnold
Address: Schlüterstraße 45, 10707 Berlin, Federal Republic of Germany
Fax: +49 30 214 802 268
Email: 1.5L14-Notes@arnold-anwaelte.de
1.5L4.25-Notes@arnold-anwaelte.de

The Voting Form must be received (zugehen) by the Scrutineer within the Voting Period.

Holders are requested to use the standard form for voting documents which can be downloaded from the website of the Issuer. However, use of the standard form of voting document is not required to participate in the Voting.

In addition, Holders are requested (but not required) to provide a Certification as to Investor Status. Persons who certify that they are neither (1) a non-„U.S. Person“ as defined in Regulation S under the U.S. Securities Act, (2) a „Qualified Institutional Buyer“ („QIB„) as defined under Rule 144A of the U.S. Securities Act nor (3) an „Accredited Investor“ as defined in Rule 501(a) under the U.S. Securities Act in the Certification as to Investor Status must provide the Scrutineer with their contact details (including telephone number and email address) as well as any other information reasonably requested by the Scrutineer.

For the avoidance of doubt, Holders who cast their votes directly to the Scrutineer are not bound by the additional terms as set out under „ Additional Terms when voting through the Tabulation Agent „.

Votes which are received by the Scrutineer prior to the beginning of or after the expiry of the Voting Period will be disregarded and will be of no effect.

4.

Additional terms

The following additional terms apply to all Holders, regardless of whether they vote through the Tabulation Agent or cast their vote to the Scrutineer directly:

1.

All communications, notices, certificates, or other documents to be delivered to or by a Holder will be delivered by or sent to or by it at the Holder’s own risk. None of the Issuer, the Security Agent or the Scrutineer shall accept any responsibility for failure of delivery of a notice, communication or any other document.

2.

The Scrutineer may determine the validity of a delivery of votes.

3.

Holders are solely responsible for complying with all of the procedures for participating in the Voting, including, if Holders vote through the Tabulation Agent, the submission of Consent Instructions to the Tabulation Agent or, if Holders cast their votes directly to the Scrutineer, the receipt of the Voting Form by the Scrutineer. To the extent the Scrutineer determines there are any defects or irregularities in connection with the registration or deliveries of votes, these must be cured prior to the end of the Voting Period. None of the Scrutineer, the Issuer, or any other person shall be under any duty to give notification of any defects or irregularities in a registration or delivery of votes, nor shall any of them incur any liability for failure to give such notifications. Such registration and delivery of such votes may be deemed not to have been made until such irregularities have been cured.

4.

Without limiting the manner in which the Issuer may choose to make any public announcement, the Issuer shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a timely announcement to Holders and complying with any applicable notice provisions of the Terms and Conditions or the SchVG.

5.

Specified Denomination

Votes, Voting Instructions and Consent Instructions may only be submitted in relation to the specified denomination of the Notes, being EUR 100,000 for the 1.5L 4.25% Notes and being EUR 1,000 for the 1.5L 14% Notes (the „Specified Denomination„) and integral multiples thereof. Each Note in the Specified Denomination will carry one vote.

6.

Representation by Proxy

When voting directly to the Scrutineer, each Holder may be represented by a proxy (Stellvertreter), voting agent or other agent. The power of attorney and any instructions given to the proxy (Stellvertreter) by the principal must be in text form (as defined in section 126b of the BGB, e.g. via mail, fax or email). A form of a power of attorney can be downloaded from the website of the Issuer. However, use of the form of power of attorney is not required to participate in the Voting. The Scrutineer must receive (zugehen) the power of attorney by no later than the end of the Voting Period by submitting the power of attorney in text form (as defined in section 126b of the BGB, e.g. via mail, fax or email). To the extent applicable, the power of representation of the person issuing the power of attorney shall also be received by the Scrutineer by no later than the end of the Voting Period. Votes cast by a proxy (Stellvertreter), voting agent or other agent (other than the Tabulation Agent) on behalf of a Holder without submitting a power of attorney by the end of the Voting Period may not be considered by the Scrutineer.

If Holders are represented by legal representatives (e.g. a child by its parents, a ward by its guardian) or by an official administrator (e.g., an insolvent debtor by its insolvency administrator), the legal representative or the official administrator are requested to prove their statutory power of representation in adequate form (e.g. by means of a copy of the civil status documents (Personenstandsunterlagen) or the warrant of appointment (Bestellungsurkunde)) in addition to providing proof that the person they represent is a Holder.

Holders that are corporations, partnerships or other legal entities under German law (e.g. a stock corporation (Aktiengesellschaft), a stock corporation limited by shares (KGaA), a Societas Europaea, a limited liability company (GmbH), a limited partnership (Kommanditgesellschaft), a general partnership (Offene Handelsgesellschaft), an entrepreneurial company (Unternehmergesellschaft) or a partnership under the Civil Code (Gesellschaft bürgerlichen Rechts)) or under foreign law (e.g. a limited company under English law) are requested to prove the power of representation of their legal representatives and authorized signatories by the end of the Voting Period, in addition to providing proof of the qualification as Holder of Notes of the entity or partnership they represent. This may be done by submitting a current excerpt from the relevant register (e.g. commercial register (Handelsregister), register of associations (Vereinsregister)) or by means of another, equivalent certification (e.g. certificate of incumbency, secretary certificate). Such proof of power of representation is not a condition for participating in the Voting.

All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance of a Vote will be determined by the Scrutineer, which determination shall be final and binding subject to applicable law.

7.

No General Revocation Rights

Any Voting Forms received by the Scrutineer may generally not be revoked by Holders after the beginning of the Voting Period. A revocation of a cast Vote after receipt shall only be considered if there is good cause after the beginning of the Voting Period.

III.

Countermotions and Requests for Additional Resolution Items

Each Holder is entitled to submit own resolution proposals regarding the resolution items to be voted on pursuant to this Invitation to Vote (the „Countermotions„). Any Countermotion submitted by a Holder prior to the beginning of the Voting Period will promptly be made available by the Issuer on its website (www.adlerfinancing.com) under www.adlerfinancing.com/​publications.html to all Holders up to the end of the Voting Period.

In addition, one or more Holders holding together not less than 5% of the outstanding aggregate principal amount of the respective Series may request that new items are published for resolution by the Holders of the respective Series (the „Requests for Additional Resolution Items„).

Requests for Additional Resolution Items shall be submitted to the Scrutineer via post, facsimile or email at the contact details set forth above under „Direct Voting to the Scrutineer“ prior to the commencement of the Voting Period. Requests for Additional Resolution Items should be submitted in a timely manner in accordance with the provisions of the SchVG in order to ensure that they are received by the Issuer so they can be published by the Issuer in the Federal Gazette (Bundesanzeiger) and delivered to the Clearing System for communication to the Holders in accordance with the Terms and Conditions no later than the third day before the start of the Voting Period, i.e. no later than 14 January 2025. Accordingly, it is recommended that Requests for Additional Resolution Items are received no later than 12:00 (noon) CET on 11 January 2025.

Countermotions and Requests for Additional Resolution Items should be accompanied by a Special Confirmation evidencing the status as Holder, the Series it relates to and (in the case of a Request for Additional Resolution Items) the 5% quorum.

IV.

Voting Fees

No voting fee, participation fee, consent fee or similar fee or consideration will be paid to Holders in connection with the Voting.

V.

Tabulation Agent

The Issuer has retained Kroll Issuer Services Limited to act as Tabulation Agent in connection with the Voting.

The Tabulation Agent will answer questions from Holders in respect of the Registration, Voting Instructions and Consent Instructions. Questions may be directed to the Tabulation Agent at the following contact details:

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi /​ Jacek Kusion
E-mail: adler@is.kroll.com
Website: https:/​/​deals.is.kroll.com/​adler-financing

The Tabulation Agent may contact Holders regarding the Invitation to Vote, the Registration and the Voting, and may, subject to the terms of this Invitation to Vote, request brokerage houses, custodians, nominees, fiduciaries and others to forward this Invitation to Vote, any notice in relation thereto and related materials to Holders.

VI.

Scrutineer

The Issuer has appointed the notary public Karin Arnold, Schlüterstrasse 45, 10707 Berlin, Federal Republic of Germany, to act as Scrutineer in connection with the Voting.

The Scrutineer will conduct the Voting. The Scrutineer will determine each Holder’s entitlement to vote on the basis of evidence presented and prepare a register of the Holders entitled to vote. The Scrutineer will also take minutes of the Voting. The Scrutineer will receive a statutory fee for its services.

The contact details of the Scrutineer are set forth above under „Direct Voting to the Scrutineer„.

VII.

Expenses of the Voting

The Issuer will bear the costs of the Voting and pay all fees and expenses in connection with the Voting, except for any fees and expenses incurred by any individual Holder in connection with the Voting. The Issuer expects to be reimbursed by Adler Group S.A. for such costs, fees and expenses borne by it under or in connection with the execution of the amendment and restatement agreement relating to the Adler Facilities Agreement.

VIII.

Requests for Assistance

Requests for assistance in completing and delivering votes or any documents related to the Voting and requests for additional copies of this Invitation to Vote and other relevant documents may be directed to the Tabulation Agent at its contact details set forth above. Holders may also contact their broker, dealer, commercial bank, custodian, trust company or other nominee for assistance concerning the Voting.

G.

Available Information

From the date of this Invitation to Vote until the end of the Voting Period, the following documents will be accessible to Holders on the Voting Platform and on the Issuer’s website at www.adlerfinancing.com:

(1)

this Invitation to Vote; and

(2)

the current version of the Terms and Conditions of the respective Series.

The Tabulation Agent will also furnish without charge to each Holder who has provided a Certification as to Investor Status additional copies of the documents listed above. Requests for such documents should be directed to the Tabulation Agent at its contact details set forth above under „Tabulation Agent„.

 

Luxembourg, 2 January 2025

ADLER Financing S.à r.l.

Annex 1
Standard Voting Form

STANDARD VOTING FORM

[To be submitted only in case of Direct Voting to the Scrutineer]

To:
Notary Karin Arnold
Schlüterstraße 45
10707 Berlin
Germany

Fax: +49 30 214 802 268
E-mail: 1.5L14-Notes@arnold-anwaelte.de
1.5L4.25-Notes@arnold-anwaelte.de

(the Scrutineer)

Reference is made to the Invitation to Vote dated 2 January 2025 by Adler Financing S.à r.l. (theInvitation to Vote“) and the votes without meeting (Abstimmungen ohne Versammlung) to be held from 00:00 CET on 17 January 2025 until 24:00 CET (end of day) on 21 January 2025.

VOTING FORM

Terms defined in the Invitation to Vote have the same meaning when used in this Voting Form unless given a different meaning in this Voting Form.

A.

Important legal information:

Voting Forms must be received by the Scrutineer within the Voting Period commencing at 00:00 CET on 17 January 2025 and ending at 24:00 CET (end of day) on 21 January 2025 in textform as defined in Section 126b of the German Civil Code (e.g. mail, fax, e-mail) at the address of the Scrutineer mentioned above. Votes which are received by the Scrutineer outside the Voting Period (i.e. before the start and/​or after the end of the Voting Period) are invalid and will not be taken into consideration.

This Voting Form will be updated in the event that one or more countermotions and/​or supplementary proposals are made.

B.

Holder Details

1.

Name /​ Company name:

2.

Address:

3.

E-mail:

C.

Exercise of voting rights

Please check one of the boxes relating to the Notes for which you are a Holder and wish to grant your vote.

1.5L 4.25% Notes (ISIN: DE000A3L3AE4)
YES NO ABSTENTION
Resolution 1 (Waiver of Termination Right and Authorization of the Proposed 1L Refinancing)
Resolution 2 (Amendment of the Terms and Conditions)
Resolution 3 (Waiver of termination right pursuant to section 5 (5) sent. 2 of the SchVG)
1.5L 14% Notes (ISIN: DE000A3L3AF1)
YES NO ABSTENTION
Resolution 1 (Waiver of Termination Right and Authorization of the Proposed 1L Refinancing)
Resolution 2 (Amendment of the Terms and Conditions)
Resolution 3 (Waiver of termination right pursuant to section 5 (5) sent. 2 of the SchVG)

(Signature page to follow)
Signature

Name of signatory:
Title:1
Date:

1 Please insert your capacity /​ position if you are acting on behalf of a Holder which is a company or on behalf of a third person by power of attorney or any other legal power of representation.

Important information:

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the Securities Act).

This Voting Form must be received by the Scrutineer within the Voting Period commencing at 0.00 CET on 17 January 2025 and ending at 24:00 CET (end of day) on 21 January 2025 in text form as defined in Section 126b of the German Civil Code (e.g. mail, fax, e-mail) at the address mentioned above. Votes which are received by the Scrutineer outside the Voting Period (i.e. before the start and/​or after the end of the Voting Period) are invalid and will not be taken into consideration.

The following documents must be attached to this Voting Form as evidence of eligibility to participate in the votes without meeting or must be sent separately to the Scrutineer:

Special Confirmation and Blocking Note

Completed and signed Form of Proxy if the Holder is represented by a third party in the votes without meeting

Please take into consideration the information regarding procedure, participation terms, voting rights, evidences, authorizations, countermotions and supplementary proposals as set out in the Invitation to Vote which is published in the German Federal Gazette (Bundesanzeiger) or can be a obtained at no cost, by contacting the Tabulation Agent, whose contact details are shown at the end of the Invitation to Vote, or on the Issuer’s website as set out in the Invitation to Vote.

We kindly ask that representatives of Holders who are legal entities or partnerships under German law or foreign law evidence their power of representation by submitting a current excerpt from a relevant register or other equivalent confirmation. In addition, we kindly request that legal representatives (e.g. parents acting as representatives for their children, guardians acting as representatives for their wards) or an official administrator (e.g. an insolvency administrator) evidence their statutory power of representation by attaching adequate documentation (e.g. the certificate of appointment in the case of an insolvency administrator).

Annex 2
Standard Special Confirmation and Blocking Note

STANDARD SPECIAL CONFIRMATION AND BLOCKING NOTE

[To be submitted only in case of Direct Voting to the Scrutineer]

To:
Notary Karin Arnold
Schlüterstraße 45
10707 Berlin
Germany

Fax: +49 30 214 802 268 Stamp of the depositary bank
E-mail: 1.5L14-Notes@arnold-anwaelte.de
1.5L4.25-Notes@arnold-anwaelte.de

(the „Scrutineer„)

Reference is made to the Invitation to Vote dated 2 January 2025 by Adler Financing S.à r.l. (theInvitation to Vote) and the votes without meeting (Abstimmungen ohne Versammlung) to be held from 00:00 CET on 17 January 2025 until 24:00 CET (end of day) on 21 January 2025.

SPECIAL CONFIRMATION AND BLOCKING NOTE

Terms defined in the Invitation to Vote have the same meaning when used in this Special Confirmation and Blocking Note unless given a different meaning in this Special Confirmation and Blocking Note.

A.

We hereby confirm that on today’s date the following notes are credited to the securities account which exists at our bank for name /​ company name:_​_​_​_​_​_​_​_​_​_​ address /​ seat: _​_​_​_​_​_​_​_​_​_​ (together the „Holdings in the Notes„):

1.5L 4.25% Notes
(ISIN: DE000A3L3AE4)
Number of Notes:
Total principal amount of notes in EUR:
(each held in Holder’s deposit account(s))
1.5L 14% Notes
(ISIN: DE000A3L3AF1)
Number of Notes:
Total principal amount of notes in EUR:
(each held in Holder’s deposit account(s))
B.

We hereby confirm that we will keep the Holdings in the Notes specified under A. blocked from the date hereof until the end of the Voting Period at 24:00 CET (end of day) on 21 January 2025.

Please note: If the Special Confirmation and Blocking Note is issued after the vote was cast, the Special Confirmation and Blocking Note must confirm that the Notes had already been blocked at the date the vote was cast. Holders must inform their Holder Custodian if they already casted their votes. In this case, please complete the following confirmation statement:

We hereby confirm that we have kept the Holdings in the Notes specified under A. blocked from _​_​_​_​_​_​_​_​_​_​1 until the end of the Voting Period at 24:00 CET (end of day) on 21 January 2025.

1 Please insert your capacity /​ position if you are acting on behalf of a Holder which is a company or on behalf of a third person by power of attorney or any other legal power of representation.

Name of signatory:
Title:2
Date:

2 Please insert the date on which the Holder’s vote was cast.

Please see the important information below.

Important information:

This Special Confirmation and Blocking Note must be submitted to and received by the Scrutineer by 24:00 CET (end of day) on 21 January 2025 at the latest in text form as defined in Section 126b of the German Civil Code (e.g. mail, fax, e-mail) at the address of the Scrutineer mentioned above.

Please take into consideration the information regarding procedure, participation terms, voting rights, evidences, authorizations, countermotions and supplementary proposals as set out in the Invitation to Vote which is published in the German Federal Gazette (Bundesanzeiger) or can be a obtained at no cost, by contacting the Tabulation Agent, whose contact details are shown at the end of the Invitation to Vote, or on the Issuer’s website as set out in the Invitation to Vote.

Holders who have not delivered a Special Confirmation and Blocking Note to the Scrutineer in accordance with the provisions set out in the Invitation to Vote, or have otherwise not evidenced that the relevant Notes are blocked, will not be eligible to vote.

Annex 3
Form of Proxy

FORM OF PROXY

[To be submitted only in case of Direct Voting to the Scrutineer]

To:
Notary Karin Arnold
Schlüterstraße 45
10707 Berlin
Germany

Fax: +49 30 214 802 268
E-mail: 1.5L14-Notes@arnold-anwaelte.de
1.5L4.25-Notes@arnold-anwaelte.de

(the „Scrutineer„)

Reference is made to the Invitation to Vote dated 2 January 2025 by Adler Financing S.à r.l. (theInvitation to Vote) and the votes without meeting (Abstimmungen ohne Versammlung) to be held from 00:00 CET on 17 January 2025 until 24:00 CET (end of day) on 21 January 2025.

POWER OF ATTORNEY

issued by

name:_​_​_​_​_​_​_​_​_​_​1

address:_​_​_​_​_​_​_​_​_​_​ 2

as HOLDER of one or more Series.

1 Please insert your capacity /​ position if you are acting on behalf of a Holder which is a company or on behalf of a third person by power of attorney or any other legal power of representation.
2 Please insert the date on which the Holder’s vote was cast.

Terms defined in the Invitation to Vote have the same meaning when used in this Form of Proxy unless given a different meaning in this Form of Proxy.

I/​We authorize

_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​
[Name /​ Company name of the Representative]

With address /​ seat at

_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​_​
as Representative

to represent me/​us in the Vote(s) without meeting with the right to delegate the power of attorney and to exercise my/​our voting rights at any such Vote(s) without meeting. The Representative is released from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

In case of doubt this power of attorney shall be interpreted extensively.

This power of attorney is governed and construed in accordance with the laws of the Federal Republic of Germany.

Name of signatory:
Title:3
Date:

3 Please insert your function /​ position at the Holder Custodian.

Important information:

This power of attorney must be submitted to and received by the Scrutineer by 24:00 CET (end of day) on 21 January 2025 at the latest in text form as defined in Section 126b of the German Civil Code (e.g. mail, fax, e-mail) at the address mentioned above.

Please take into consideration the information regarding procedure, participation terms, voting rights, evidences, authorizations, countermotions and supplementary proposals as set out in the Invitation to Vote which is published in the German Federal Gazette (Bundesanzeiger) or can be a obtained at no cost, by contacting the Tabulation Agent, whose contact details are shown at the end of the Invitation to Vote, or on the Issuer’s website as set out in the Invitation to Vote.

We kindly request that representatives of Holders who are legal entities or partnerships under German law or foreign law evidence their power of representation by submitting a current excerpt from a relevant register or other equivalent confirmation.

In addition, we kindly request that legal representatives (e.g. parents acting as representatives for their children, guardians acting as representatives for their wards) or an official administrator (e.g. an insolvency administrator) evidence their statutory power of representation by submitting adequate documentation (e.g. the certificate of appointment in the case of an insolvency administrator).

The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended.

Interview mit Rechtsanwalt Daniel Blazek zur „Invitation to Vote Without Meeting“

Frage: Herr Blazek, können Sie uns erklären, worum es bei der „Invitation to Vote Without Meeting“ geht?

Antwort: Die Einladung zielt darauf ab, dass die Inhaber bestimmter Anleihen der Adler Financing S.à r.l. ohne eine physische Versammlung über vorgeschlagene Änderungen abstimmen. Dies ist rechtlich als „Abstimmung ohne Versammlung“ nach dem deutschen Schuldverschreibungsgesetz (SchVG) geregelt. Dabei sollen Entscheidungen getroffen werden, die die Bedingungen der Anleihen betreffen, insbesondere im Zusammenhang mit Refinanzierungsmaßnahmen und der möglichen Änderung bestehender Sicherheiten.

Frage: Warum ist diese Form der Abstimmung notwendig?

Antwort: Die Abstimmung ist notwendig, um den Refinanzierungsprozess der Adler Group S.A. rechtlich abzusichern. Die Emittentin, Adler Financing S.à r.l., muss Änderungen an den Anleihebedingungen vornehmen, um die Refinanzierungskosten zu senken und gleichzeitig die Rechte der Anleihegläubiger zu wahren. Solche Änderungen erfordern die Zustimmung der Anleiheinhaber, und eine Abstimmung ohne Versammlung ist oft effizienter als eine physische Versammlung.

Frage: Welche rechtlichen Hürden gibt es bei dieser Art der Abstimmung?

Antwort: Eine der zentralen Herausforderungen ist das Erreichen des erforderlichen Quorums, das mindestens 50 % der ausstehenden Nominalbeträge der Anleihen umfasst. Zudem müssen bestimmte Mehrheiten für die Beschlüsse erzielt werden, je nach Art der vorgeschlagenen Änderungen. Das deutsche Schuldverschreibungsgesetz sieht hier eine einfache Mehrheit oder eine qualifizierte Mehrheit von 75 % vor, wenn wesentliche Änderungen der Anleihebedingungen beschlossen werden sollen.

Frage: Welche Rechte haben die Anleihegläubiger in diesem Prozess?

Antwort: Die Gläubiger haben das Recht, ihre Stimme entweder direkt oder über einen Bevollmächtigten abzugeben. Sie können auch Gegenanträge oder zusätzliche Beschlussvorschläge einreichen. Zudem haben sie Anspruch auf umfassende Informationen über die Hintergründe und Folgen der Beschlussvorschläge, um fundierte Entscheidungen treffen zu können.

Frage: Was empfehlen Sie Anleihegläubigern, die an der Abstimmung teilnehmen möchten?

Antwort: Ich empfehle, die Einladung sorgfältig zu lesen, insbesondere die Abschnitte zu den Abstimmungsverfahren und den Anforderungen an Nachweise. Es ist wichtig, die Fristen einzuhalten und gegebenenfalls rechtlichen oder steuerlichen Rat einzuholen. Gläubiger sollten sich auch über die potenziellen Risiken und Vorteile der vorgeschlagenen Änderungen informieren, um ihre Entscheidung fundiert treffen zu können.

Frage: Gibt es rechtliche Risiken für die Anleihegläubiger, wenn sie zustimmen oder ablehnen?

Antwort: Das Hauptanliegen ist, dass eine Zustimmung zu den Änderungen potenzielle Ansprüche auf Basis der bestehenden Anleihebedingungen beeinträchtigen könnte. Eine Ablehnung hingegen könnte den Refinanzierungsprozess erschweren, was indirekt auch Auswirkungen auf die Rückzahlung der Anleihen haben könnte. Es ist daher eine Abwägung der Interessen erforderlich.

Frage: Haben Sie abschließend einen allgemeinen Hinweis?

Antwort: Die Abstimmung ist ein komplexer rechtlicher Vorgang, und es ist wichtig, sich der rechtlichen und wirtschaftlichen Implikationen bewusst zu sein. Gläubiger sollten aktiv ihre Rechte wahrnehmen, um sicherzustellen, dass ihre Interessen gewahrt bleiben.

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