Adler Group SaXETR: ADJ

AGM voting results (Adler Group HV Abstimmungsergebnisse final 01)

· Issued by Adler Group Sa

Number of shares present or represented at the meeting (including abstentions):

40,422,608

Number of issued shares:

151,626,107

Percentage of issued shares present or represented at the meeting:

26.66%

Number of voting securities present or represented at the meeting (including abstentions)

332,857,067

Number of issued voting securities

454,878,321

Percentage of voting securities present or represented at the meeting

73.17%

Total number of shares and voting securities present or represented at the meeting (including abstentions):

373,279,675

Item

Subject Matter

Number of votes cast FOR

% of votes cast FOR

Number of votes cast AGAINST

% of votes cast AGAINST

Abstentions

Total number of shares and voting securities present or represented

First Item

Presentation of the special report of the board of directors of the Company (as required pursuant to Article 441-7 of the Luxembourg law of 10 August 1915 on commercial companies,

n/a

n/a

n/a

n/a

n/a

373,279,675

as amended) on any transaction, since the last general meeting of the Company, in respect of which any of the directors declared to have an interest conflicting with that of the Company.

Second Item

Presentation of (i) the combined management report of the board of directors of the Company in respect of the stand-alone annual financial statements of the Company and the consolidated financial statements of the Company and its group for the financial year ending 31 December 2022, (ii) the report of the independent auditor of the Company in respect of the stand-alone annual financial statements of the Company and its group for the financial year ending 31 December 2022 and (iii) the report of the independent auditor of the Company in respect of the consolidated financial statements of the Company and its group for the financial year ending 31 December 2022.

n/a

n/a

n/a

n/a

n/a

373,279,675

Third Item

Approval of the audited standalone annual accounts of the Company for the financial year ending 31 December 2024

350,212,068

96,08%

14,300,000

3,92%

8,767,607

373,279,675

Fourth Item

Approval of the audited consolidated financial statements of the Company and its group for the financial year ending 31 December 2024

350,212,068

96,08%

14,300,000

3,92%

8,767,607

373,279,675

Fifth Item

Approval of the allocation of the statutory financial results for the financial year ending 31 December 2024

350,212,068

96,08%

14,300,000

3,92%

8,767,607

373,279,675

Sixth item

Approval of the granting of discharge (quitus) to all directors who held office during the financial year ending 31 December 2024 in respect of the performance of their duties during that financial year..

350,212,068

96,08%

14,300,000

3,92%

8,767,607

373,279,675

Seventh Item

Approval of the appointment, as recommended by the board of directors, of AVEGA Revision S.à r.l. as the approved statutory auditor/approved audit firm to perform the statutory audit of the standalone annual accounts and consolidated financial

350,212,067

96,08%

14,300,001

3,92%

8,767,607

373,279,675

statements of the Company for the financial year ended 31 December 2025 with such engagement to last until the annual general meeting of the Company to take place in 2026.

Eight Item

Re-appointment of Mr. Thilo Schmid as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027..

340,224,802

93,34%

24,287,266

6,66%

8,767,607

373,279,675

Ninth Item

Confirmation of the appointment of Dr. Karl Reinitzhuber as a director of the Company who was appointed by co-optation since the last general meeting of shareholders of the Company (for declaratory purposes only), and the appointment of Dr. Karl Reinitzhuber as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027..

350,212,068

96,08%

14,300,000

3,92%

8,767,607

373,279,675

Tenth Item

Approval of additional directors' remuneration, applicable for the financial

339,644,810

93,18%

24,867,258

6,82%

8,767,607

373,279,675

year 2025, in an aggregate gross amount of EUR 6,000,000.00, and authorisation to the board of directors of the Company to allocate this aggregate amount among the members of the board of directors and to determine the further implementation modalities and payment conditions.

Eleventh Item

Approval (on an advisory and non-binding basis) of on adapted version of the remuneration policy of the Company

339,522,226

93,14%

24,989,842

6,86%

8,767,607

373,279,675

Twelfth Item

Approval (on an advisory and non-binding basis) of the remuneration report of the Company for the financial year ending 31 December 2024..

339,644,810

93,18%

24,867,258

6,82%

8,767,607

373,279,675