Obbligazione Adler Holding AG 2.75% ( XS2248826294 ) in EUR

Adler Holding AG

100 EUR ▲

Germania

XS2248826294 ( in EUR )

2.75% per anno ( pagato 1 volta l'anno)

12/11/2026

Prospetto opuscolo dell'obbligazione Adler Group SA XS2248826294 en EUR 2.75%, scadenza 12/11/2026

100 000 EUR

400 000 000 EUR

13/11/2025 ( In 199 giorni )

Adler Group SA è una società immobiliare tedesca focalizzata su investimenti e gestione di immobili residenziali e commerciali, principalmente in Germania.

The Obbligazione issued by Adler Holding AG ( Germany ) , in EUR, with the ISIN code XS2248826294, pays a coupon of 2.75% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 12/11/2026

Not for distribution in the United States of America

(incorporated in Luxembourg as a public limited liability company)

400,000,000 2.750% Fixed Rate Notes due 2026

Issue Price: 98.646%

ADLER Group S.A. (Legal Entity Identifier ("LEI") 391200OYYFJ3DWAMEC69) (formerly ADO Properties S.A.), a public limited liability company (société anonyme)
(the "Issuer" or "Company" and, together with its consolidated subsidiaries, "we", "us", "our" or the "ADLER Group"), with its registered office at 1B, Heienhaff, L-1736
Senningerberg, Grand Duchy of Luxembourg ("Luxembourg") and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des
Sociétés, Luxembourg) under number B197554, will issue on November 13, 2020 400,000,000 2.750% fixed rate notes in bearer form due 2026 (the "Notes") with a
denomination of 100,000 each. The Notes, which are governed by the laws of the Federal Republic of Germany ("Germany"), will bear interest at a rate of 2.750% per
annum. The Issuer will pay interest on the Notes annually in arrear on November 13, commencing on November 13, 2021.
The Notes will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer, ranking pari passu among themselves and pari passu with all other
unsecured and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law.
On issue, the Notes are rated BB+ by Standard & Poor's Global Ratings Europe Ltd. ("S&P"). At the date of this Offering Memorandum (as defined below), the Company is
assigned a long-term issuer credit rating of "BB" with a stable outlook by S&P and a "Ba2" rating with stable outlook by Moody's Investors Service Ltd ("Moody's"). A rating
is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. At the date of this
Offering Memorandum (as defined below) Moody's has a registered office in the United Kingdom and has been validly registered by ESMA pursuant to Regulation (EC)
1060/2009 of the European Parliament and of the Council of September 16, 2009 on credit rating agencies, as amended.
International Securities Identification Number (ISIN): XS2248826294
German Securities Code (Wertpapierkennnummer, WKN): A28357
Common Code: 224882629
Investing in the Notes involves risks. See "Risk Factors" beginning on page 1.

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

J.P. Morgan

Joint Bookrunners

Barclays
Deutsche Bank

The date of this Offering Memorandum is November 11, 2020

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

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

DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE JOINT BOOKRUNNERS (OR PERSON(S)
ACTING ON BEHALF OF THE JOINT BOOKRUNNERS) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS.
This Offering Memorandum may only be used for the purpose for which it has been published.
This Offering Memorandum may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful
to make such an offer or solicitation.
This Offering Memorandum does not constitute an offer or an invitation to subscribe for or purchase
any Notes and should not be considered as a recommendation by the Issuer, the Joint Bookrunners or
any of them that any recipient of the Offering Memorandum should subscribe or purchase any Notes.
Each recipient of the Offering Memorandum shall be taken to have made its own investigation and
appraisal of the condition (financial and otherwise) of the Issuer.
The legally binding language of this Offering Memorandum is English. Any part of the Offering Memorandum
in German language constitutes a translation, except for the terms and conditions of the Notes (the "Terms and
Conditions") in respect of which German is the legally binding language.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA AND THE
UNITED KINGDOM
This Offering Memorandum has been prepared on the basis that any offer of the Notes in any member state of
the European Union (each such state an "EU Member State") and in the United Kingdom will be made pursuant
to an exemption under the Prospectus Regulation from a requirement to publish a prospectus for offers of the
Notes. This Offering Memorandum is not a prospectus for the purpose of the Prospectus Regulation.
The Notes are not intended to be offered, distributed, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA and the UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared. Selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
Professional investors and eligible counterparties only target market
Solely for the purposes of the product approval process of J.P. Morgan Securities plc, Barclays Bank Ireland
PLC and Deutsche Bank Aktiengesellschaft (each, a "manufacturer"), the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (each, a "distributor") should take into consideration the manufacturer's target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market
assessment) and determining appropriate distribution channels. For the avoidance of doubt, the Issuer is not a
MiFID II regulated entity and does not qualify as a distributor or a manufacturer under the MiFID II product
governance rules.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
Members of the public are not eligible to take part in this Offering. This Offering Memorandum is for
distribution only to persons who (a) have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Financial Promotion Order"), (b) are persons falling within Article 49(2)(a) to (d) ("high net
iii

worth companies", "unincorporated associations", etc.) of the Financial Promotion Order, (c) are outside the
United Kingdom, or (d) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) in connection
with the issue or sale of the Notes may otherwise lawfully be communicated or caused to be communicated (all
such persons together being referred to as "relevant persons"). This Offering Memorandum is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this Offering Memorandum relates is available only to relevant persons and will
be engaged in only with relevant persons. Recipients of this Offering Memorandum are not permitted to transmit
it to any other person. Persons distributing this Offering Memorandum must satisfy themselves that it is lawful
to do so. The Notes are not being offered to the public in the United Kingdom.
Furthermore, each of the Joint Bookrunners has warranted that it (i) has only invited or will only invite
participation in investment activities in connection with the Offering or the sale of the Notes within the meaning
of section 21 of the FSMA, and has only initiated or will only initiate such investment activities to the extent
that section 21(1) of the FSMA does not apply to the Company; and (ii) has complied and will comply with all
applicable provisions of FSMA with respect to all activities already undertaken by each of them or will
undertake in the future in relation to the Notes in, from, or otherwise involving the United Kingdom.
FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts or events or to facts or events as of the date of this Offering Memorandum.
This applies, in particular, to statements in this Offering Memorandum containing information on the ADLER
Group's future earnings capacity, plans and expectations regarding its business growth and profitability, and the
general economic conditions to which the ADLER Group is exposed. Statements made using words such as
"believes", "predicts", "forecasts", "plans", "intends", "endeavors", "expects", "will", "aims", "targets" or
similar terms and phrases, including reference and assumptions, may be an indication of forward-looking
statements.
The forward-looking statements contained in this Offering Memorandum are subject to risks and uncertainties
as they relate to future events and are based on estimates and assessments made to the best of the Company's
present knowledge. These forward-looking statements are based on assumptions, uncertainties and other factors,
the occurrence or non-occurrence of which could cause the Company's actual results, including the financial
condition and profitability of the ADLER Group, to differ materially from, or fail to meet, the expectations
expressed or implied in the forward-looking statements. These expressions can be found in different sections of
this Offering Memorandum, particularly in the sections entitled "Risk Factors", "Markets and Competition",
"Profit Forecast" and "Description Of The Transactions" and wherever information is contained in this Offering
Memorandum regarding the Company's intentions, beliefs, or current expectations relating to its future financial
condition and results of operations, plans, liquidity, business outlook, growth, strategy and profitability, as well
as the economic and regulatory environment to which the ADLER Group is subject.
In light of these uncertainties and assumptions, it is also possible that the future events mentioned in this
Offering Memorandum might not occur. In addition, the forward-looking estimates and forecasts reproduced in
this Offering Memorandum from third-party reports could prove to be inaccurate (for more information on the
third-party sources used in this Offering Memorandum, see the discussion on External Data under "--Notice"
above). Actual results, performance or events may differ materially from those in such statements due to, among
other reasons:
·
changes in general economic conditions in Berlin, including changes in the unemployment rate, the
level of consumer prices, wage levels, etc.;
·
demographic changes, in particular with respect to Berlin;
·
changes affecting interest rate levels;
·
changes in the competitive environment, that is, changes in the level of construction activity relating to
housing;
·
political changes; and
iv

·
changes in laws and regulations, in particular tenancy and environmental laws and regulations.
See "Risk Factors" for a further description of some of the factors that could influence the Company's forward-
looking statements.
It should be noted that neither the Company nor any of the Joint Bookrunners assumes any obligation, and does
not intend to update or revise any forward-looking statement or risk factors or to conform any such statement
to new information, future events or developments or otherwise. All subsequent written and oral forward-
looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements referred to above and contained elsewhere in this Offering Memorandum.

v

TABLE OF CONTENTS
RISK FACTORS ................................................................................................................................................ 1
Risks related to the ADLER Group's Business Activities and Industry ........................................................ 1
Risks related to the ADLER Group's Financial Situation ........................................................................... 13
Regulatory and Legal Risks ......................................................................................................................... 20
Risks related to the ADLER Group's Tax Structure .................................................................................... 26
Risks related to the Business Combination .................................................................................................. 28
Risks related to the Consus Real Estate Acquisition ................................................................................... 30
Risks Related to the Notes ........................................................................................................................... 36
TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 44
SELECTED CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY ......................... 84
Selected Consolidated Financial Information .............................................................................................. 84
Additional Non-IFRS Performance Measures ............................................................................................. 85
MANAGEMENT'S DISCUSSION AND ANALYSIS OF NET ASSETS; FINANCIAL CONDITION
AND RESULTS OF OPERATIONS .............................................................................................................. 92
Overview ...................................................................................................................................................... 93
Key Factors Affecting Our Results of Operations ....................................................................................... 95
Key Statement of Profit or Loss Items ......................................................................................................... 99
Results of Operations ................................................................................................................................. 100
Real Estate Portfolio and Investments ....................................................................................................... 105
Overview of Our Properties ....................................................................................................................... 106
Maintenance and Capital Expenditures ...................................................................................................... 107
Liquidity and Capital Resources ................................................................................................................ 107
Disclosure about Market Risk .................................................................................................................... 110
Critical Accounting Policies ...................................................................................................................... 111
Recent Accounting Pronouncements ......................................................................................................... 113
PROFIT FORECAST .................................................................................................................................... 115
Guidance of the Funds From Operations (FFO 1) for the Fiscal Year 2020 of the Company ................... 115
FFO 1 Guidance 2020 ................................................................................................................................ 115
Explanatory Notes to the FFO 1 Guidance 2020 ....................................................................................... 115
Other Explanatory Notes ............................................................................................................................ 118
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF ADLER GROUP S.A. ............. 119
Introduction ................................................................................................................................................ 119
Historical financial information ................................................................................................................. 120
Basis for preparation .................................................................................................................................. 121
Procedures and assumptions ...................................................................................................................... 121
Alignment of the historical financial information of ADOG, ADLER Real Estate and Consus Real
Estate .......................................................................................................................................................... 123
Pro Forma Consolidated Financial Information as of and for the six-month period ended June 30, 2020 141
Notes to the Pro Forma Consolidated Financial Information as of and for the six-month period ended
June 30, 2020 ............................................................................................................................................. 146
Pro Forma Consolidated Financial Information for the fiscal year ended December 31, 2019 ................. 156
Notes to the Pro Forma Consolidated Financial Information for the fiscal year ended December 31,
2019 ........................................................................................................................................................... 157
Auditor's report on the Pro Forma Consolidated Financial Information ................................................... 162
DESCRIPTION OF THE TRANSACTIONS .............................................................................................. 165
Business Combination with ADLER Real Estate ...................................................................................... 165

Acquisition of Consus Real Estate ............................................................................................................. 167
Description of the Consus Group ............................................................................................................... 169
MARKETS AND COMPETITION .............................................................................................................. 177
The German Real Estate Market Overview and Market Drivers ............................................................ 177
German Residential Real Estate Market .................................................................................................... 181
Berlin Macroeconomic Situation, Demographic Drivers and Residential Real Estate Market ................. 186
The German Homebuilding Market ........................................................................................................... 187
Competition................................................................................................................................................ 191
BUSINESS ....................................................................................................................................................... 192
Overview .................................................................................................................................................... 192
Recent History of the Group ...................................................................................................................... 193
Competitive Strengths ................................................................................................................................ 194
Strategy ...................................................................................................................................................... 196
Property Portfolio....................................................................................................................................... 198
Business Operations ................................................................................................................................... 202
Corporate Information ............................................................................................................................... 206
Material Agreements .................................................................................................................................. 209
REGULATORY ENVIRONMENT .............................................................................................................. 227
Restrictions due to German Tenancy Law ................................................................................................. 227
Current Developments in German Tenancy Law....................................................................................... 232
Restrictions Applicable to Subsidized Housing ......................................................................................... 234
Further Restrictions on the Use of Properties under Private and Public Law ............................................ 236
Construction and Planning ......................................................................................................................... 237
Liability for Environmental Contamination ............................................................................................... 241
SHAREHOLDER STRUCTURE ................................................................................................................. 244
GENERAL INFORMATION ON THE COMPANY AND THE ADLER GROUP ................................ 245
Formation and Incorporation, History and Development .......................................................................... 245
Legal and Commercial Name, Address and LEI ....................................................................................... 245
Corporate Purpose, Registered Office, Fiscal Year and Duration ............................................................. 245
Group Structure .......................................................................................................................................... 246
The Company's Subsidiaries ..................................................................................................................... 248
Statutory Auditor ....................................................................................................................................... 248
DESCRIPTION OF THE GOVERNING BODIES OF THE COMPANY............................................... 249
Overview .................................................................................................................................................... 249
Board of Directors ...................................................................................................................................... 249
Committees ................................................................................................................................................ 253
Senior Management of the ADLER Group ................................................................................................ 255
Certain Information on the Members of the Board of Directors, Audit Committee, Nomination and
Compensation Committee, Investment and Financing Committee, Ad Hoc Committee and the Senior
Management of the ADLER Group ........................................................................................................... 257
Conflicts of Interest .................................................................................................................................... 258
General Meeting......................................................................................................................................... 258
Annual General Meeting ............................................................................................................................ 259
Corporate Governance ............................................................................................................................... 259
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS ........................................ 260
TAXATION .................................................................................................................................................... 263
SUBSCRIPTION AND SALE OF THE NOTES ......................................................................................... 264

Subscription ............................................................................................................................................... 264
Selling Restrictions .................................................................................................................................... 264
GENERAL INFORMATION ........................................................................................................................ 268
Authorization and Issue Date ..................................................................................................................... 268
Use of Proceeds.......................................................................................................................................... 268
Delivery of Notes ....................................................................................................................................... 268
Costs and Expenses Relating to the Purchase of Notes ............................................................................. 268
Listing and Admission to Trading of the Notes ......................................................................................... 268
Listing Expenses ........................................................................................................................................ 268
Clearing Systems and Security Codes ....................................................................................................... 268
Ratings of the Notes and the Issuer ............................................................................................................ 269
Indication of Yield ..................................................................................................................................... 270
Appraisers .................................................................................................................................................. 270
Sources of Market Data ............................................................................................................................. 270
Documents Available ................................................................................................................................. 277
INCORPORATION BY REFERENCE ....................................................................................................... 278
VALUATION REPORTS ............................................................................................................................. V-1
RECENT DEVELOPMENTS AND OUTLOOK ....................................................................................... O-1
Recent Developments ............................................................................................................................... O-1
Outlook ..................................................................................................................................................... O-1
ADDRESSES ................................................................................................................................................. A-1

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

Risks related to the ADLER Group's Business Activities and Industry
Our business is significantly dependent on our ability to generate rental income. Our rental income and
funds from operations could particularly be negatively affected by a potential increase in vacancy rates.
We rely significantly on rental income. In the six-month period ended June 30, 2020, 84.7% of our revenue was
derived from rental activities (including facility services), and our funds from operations (from rental activities)
("FFO 1") amounted to 44,311 thousand (compared to 89.5% and 33,430 thousand in the six-month period
ended June 30, 2019, respectively). Our rental income is impacted predominantly by the size of our portfolio,
which consisted of 74,682 units (excluding parking spaces and other units) (with a total lettable area of
4,709,519 sqm) of which 72,380 were residential units (with a total lettable area of 4,440,581 sqm), as well as
rent levels, which amounted to 6.20 per sqm on average (excluding parking spaces and other units) (all figures
as of June 30, 2020). As a result, our performance depends largely on the amount of rental income generated,
which in turn is significantly dependent on the vacancy levels of our portfolio. As of June 30, 2020, the average
vacancy level of our residential portfolio (in % per sqm) was at 5.5% (or 243,859 sqm) and of our commercial
portfolio at 7.8% (or 20,919 sqm), after 2.9% (or 42,771 sqm) and 4.8% (or 8,210 sqm), respectively, as of
June 30, 2019.
The vacancy levels within our portfolio could increase, particularly in lower-value residential units, in less
attractive locations, in areas with weak infrastructure or in properties where investments do not result in
increased rents in line with expected market rents or increased occupancy levels. Our strategy also focuses on
the renovation and refurbishment of selected parts of our portfolio with the highest vacancy levels. If these
measures do not result in a significant reduction in vacancy levels for these properties after completion of the
renovation and refurbishment work, this could have an adverse effect on our financial results relative to our
business plan. In addition to lost rental income, additional fixed and ancillary costs incurred for the maintenance
of vacant residential units could reduce our operating profit. Furthermore, a longer period of high vacancy levels
could generally lead to lower levels of income from rental activities and make it more difficult to increase
average rental levels. As our income from rental activities (including facility services) represents 84.7% of the
revenue generated in the six-month period ended June 30, 2020 (compared to 89.5% in the six-month period
ended June 30, 2019), our ability to reduce vacancy levels or increase rents will significantly contribute to future
growth of our revenue.
1

Document Outline

#10">RISK FACTORS
- #10">Risks related to the ADLER Groups Business Activities and Industry
  - #10">Our business is significantly dependent on our ability to generate rental income. Our rental income and funds from operations could particularly be negatively affected by a potential increase in vacancy rates.
  - #11">Our ability to operate our business successfully relies on assumptions that may prove to be incorrect and circumstances that may be unfavorable, in part or as a whole, in particular due to unexpected liabilities, an incomplete or inaccurate assessment...
  - #12">We rely on our ability to identify potential real estate portfolio acquisition opportunities in order to implement our investment strategies. We may not be able to identify all risks associated with any such acquisitions. Assumptions could prove to be...
  - #13">Our business is dependent on regional real estate markets and their liquidity, particularly Berlin, which may be subject to adverse market developments. Fluctuation in the development of the currently high demand and prices could make it difficult for...
  - #13">Due to the potentially illiquid nature of the real estate market, we may not be able to sell any portion of our portfolio or investments in a timely fashion, on favorable terms or at all.
  - #14">Existing rent restrictions in connection with the promotion of public authorities and with heat supply contracts could limit the rent levels we may be able to charge.
  - #14">In the future, the geographic and/or asset type composition of our property portfolio may change due to further acquisitions or divestures.
  - #15">Our business could be adversely impacted by negative developments in the economy and in the residential real estate markets in Germany.
  - #16">Our future growth depends on the availability of real estate properties with value-add potential at reasonable prices, but growing competition and other factors may lead to increased prices and lower availability.
  - #17">We are exposed to certain risks in connection with construction projects, including construction defects, availability of contractors, cost-overruns as well as health, safety and environmental risks.
  - #17">An increase in interest rates could have a material adverse effect on the real estate markets in which we operate.
  - #18">In connection with certain acquisitions, we have entered into contractual obligations that restrict our ability to freely divest parts of our portfolio or to increase rents for certain units or to rent to tenants not eligible for subsidized housing, a...
  - #18">While we employ and work together with a large number of service providers, on whose performance we are dependent, we also have an integrated platform for active asset management and privatizations, which increases our personnel expenses and other fix...
  - #19">Our property portfolio contains some commercial units, which are subject to different risks than our residential rental units.
  - #20">We are exposed to risks related to the structural condition of our properties and their maintenance, repair and modernization.
  - #20">We may be unable to find or retain suitable tenants on acceptable terms, and existing tenants may be unable to meet their payment obligations.
  - #21">Damage to our reputation and any reduced tenant satisfaction may result in reduced demand for our residential units and may make it more difficult for us to raise capital on favorable terms or at all.
  - #21">Our information technology systems could malfunction or fail.
  - #22">We, as well as certain of our group companies, are subject to certain obligations and restrictions due to the respective listing.
  - #22">The withdrawal of the United Kingdom from the European Union may continue to cause significant political and economic uncertainty in the European Union and in the United Kingdom.
- #22">Risks related to the ADLER Groups Financial Situation
  - #22">Property valuation is inherently subjective and is based on assumptions that may prove to be inaccurate or affected by factors outside of our control. The property valuation serves as a basis of and is combined with other factors for our fair value mo...
  - #24">In the event of a downturn or other developments in the real estate markets in Germany or a downturn in the interest rate environment, the fair values of the properties in our property portfolio may decline, which could materially impact the valuatio...
  - #25">An increase in general interest rate levels may increase our financing costs, while the current economic environment, characterized by relatively high values of our properties and the prices at which we are able to sell our properties, may decrease.
  - #25">A downgrade or a withdrawal of the Companys current credit rating may impact our ability to obtain financing or issue further equity or debt and may have a negative impact on our debt costs and on the market price of the Notes.
  - #26">We have a substantial level of debt and are dependent on refinancing significant amounts as they become due and we may not be able to extend our existing credit arrangements, refinance our debt on substantially similar terms when it matures or obtain ...
  - #26">Our level of debt, the terms of current and future borrowings, and the hedging transactions we have entered into, or will enter into in the future, could significantly constrain our operations and could make it more difficult or expensive to obtain ne...
  - #27">We could incur substantial losses from damage not covered by, or exceeding the coverage limits of, our insurance policies.
  - #27">The Companys cash flows and possible future dividend payments are dependent on the distributable capital and annual profit and profitability of its subsidiaries or must be augmented by borrowed capital.
  - #28">We bear risks in connection with greater indebtedness and higher interest expenses.
  - #28">When we attempt to mitigate interest rate risk by entering into hedging agreements, we also become exposed to the risks associated with the valuation of hedging instruments and hedge counterparties and the hedging agreements may not be effective.
  - #28">We have grown rapidly and there is no guarantee that we will be able to manage future growth successfully. Our historical earnings and other historical financial results are not an indication of future earnings or other financial results.
  - #29">The assumptions made in preparing the profit forecast included in this Offering Memorandum may prove incomplete or inaccurate.
- #29">Regulatory and Legal Risks
  - #29">German laws protecting residential tenants and existing restrictions on the rate of rental increases could make it more difficult to increase the rents of residential units we own.
  - #31">Our business is subject to the general legal environment in Germany. Any disadvantageous changes in the legal environment, such as mandatory environmental modernization provisions, restrictions regarding modernization measures or provisions (including...
  - #32">We may fail to comply with applicable or future laws and regulations in relation to privacy and data protection or such laws and regulations may change in a manner that is unfavorable to our business.
  - #32">Administrative decisions could affect our ability to conduct our business at our discretion.
  - #32">The use of standardized contracts could result in claims for damages against us under a number of contracts, or in the loss of certain rights and privileges or of the respective rights to claim damages, if errors or problems arise in connection with t...
  - #33">We may incur environmental liabilities, for example, from residual pollution including wartime ordinance, soil conditions, asbestos and contaminants in building materials, as well as from possible building code violations.
  - #34">We may not be granted building and other permits, or may be granted them only subject to onerous conditions, or additional requirements may be imposed on existing building and other permits.
  - #34">We could be subject to liability claims for several years after selling properties.
  - #35">Our risk management and compliance systems as well as our accounting practices may prove to be partially or completely insufficient or fail, and unknown, unrecognized, underestimated or unexpected risks may materialize, any of which could lead to gove...
- #35">Risks related to the ADLER Groups Tax Structure
  - #35">The structure of the Company is mainly influenced by the general tax environment in Luxembourg, Germany and further countries of the European Union (Netherlands, Denmark, Malta and Ireland) and changes in the tax environment may increase our tax burden.
  - #36">We are subject to the tax environment in Luxembourg, Germany and further countries of the European Union (Netherlands, Denmark, Malta and Ireland) and Israel. Our tax burden may increase as a consequence of current or future tax assessments, tax audit...
  - #36">We are exposed to real estate transfer taxes (RETT).
- #37">Risks related to the Business Combination
  - #37">The integration of the ADLER Real Estate Group into the ADLER Group could potentially not be consummated as intended and could result in expenses not anticipated at all or not adequately accounted for and the Company could potentially be legally bound...
  - #38">The synergies expected as a result of the Integration could potentially not be fully realized or not realized at all or eroded by expenses not anticipated.
  - #38">Shareholders of ADLER Real Estate that did not accept the ADLER Offer may take measures to delay or prevent future plans or measures to facilitate the Integration.
  - #38">The Pro Forma Consolidated Financial Information of the ADLER Group is only provided for assessment purposes and is no indicator for the future business-, asset-, financial- and earnings situation of the ADLER Group.
- #39">Risks related to the Consus Real Estate Acquisition
  - #39">Certain risks in connection with the business of Consus Real Estate are similar to the risks of our existing business, the benefits expected as a result of an acquisition of Consus Real Estate may not be fully realized or not be realized at all.
  - #40">The Consus Real Estate Acquisition exposes the Company to operational risks related to the development of real estate projects.
  - #41">Prior to the Consus Acquisition, Consus Real Estate announced various transactions, including a material divestment of real estate development projects, and could be materially adversely affected by any delay in the closing of or failure to close any ...
  - #42">Consus Real Estate requires a significant amount of cash to service its debt, and its ability to generate sufficient cash depends on factors that may be beyond its control and Consus Real Estates debt service obligations may make it difficult to oper...
  - #43">Consus Real Estate has recorded substantial goodwill, which could be subject to impairments.
  - #43">Financing agreements and other agreements entered into by Consus Real Estate include change-of-control provisions that are triggered by the Consus Real Estate Acquisition and we may not be in a position to refinance the existing financing arrangements...
  - #43">We may face additional legal risks in relation to development projects in connection with the Consus Acquisition.
  - #44">The acquisition of shares in Consus Real Estate could cause the loss of tax loss carryforwards of Consus Real Estate and/or its subsidiaries.
  - #45">The acquisition of shares in Consus Real Estate could trigger an exposure to real estate transfer tax (RETT).
  - #45">The synergies expected as a result of the Consus Real Estate Acquisition and the integration of the Consus Group into the ADLER Group could not be fully realized or not realized at all.
- #45">Risks Related to the Notes
  - #45">The Notes may not be a suitable investment for all investors.
  - #46">An investment in the Notes may be subject to inflation risks.
  - #46">Holders of Notes (HoldersŽ) are subject to exchange rate risks and exchange controls.
  - #46">Holders are exposed to risks relating to fixed interest notes.
  - #46">Holders are subject to the risk of a partial or total failure of the Issuer to make interest and/or redemption payments.
  - #47">The Notes will be structurally subordinated to indebtedness of the subsidiaries of the Issuer.
  - #47">The Notes will be effectively subordinated to the Issuers debt to the extent such debt is secured by assets that are not also securing the Notes.
  - #47">The Terms and Conditions of the Notes restrict, but do not eliminate, the Issuers ability to incur additional debt, create liens or take other action that could negatively impact the Holders.
  - #47">The Notes may not, or may cease to satisfy the criteria to be recognized as eligible collateral for the central banking system for the euro (the EurosystemŽ).
  - #47">If the Notes are redeemed prior to maturity, a Holder of such Notes is exposed to the risk of a lower yield than expected.
  - #48">The Issuers ability to redeem or repurchase the Notes upon the occurrence of a change of control event may be limited by its access to funds.
  - #48">An active public trading market for the Notes may not develop.
  - #48">Transfer of the Notes will be restricted, which may adversely affect the value of the Notes.
  - #48">The development of market prices of the Notes depends on various factors.
  - #49">The trading market for debt securities may be volatile and may be adversely impacted by many events.
  - #49">Ratings may not reflect all risks and are subject to change.
  - #49">Incidental costs related in particular to the purchase and sale of Notes may have a significant impact on the profit potential of the Notes.
  - #49">Because the Global Notes are held by or on behalf of Euroclear and CBL, potential investors will have to rely on their procedures for transfer, payment and communication with the Issuer.
  - #50">No assurance can be given as to the impact of any possible judicial decision or change of laws or administrative practices after the date of this Offering Memorandum.
  - #50">A potential investor may not rely on the Issuer, the Joint Bookrunners or any of their respective affiliates in connection with its determination as to the legality or suitability of its acquisition of the Notes.
  - #50">The Terms and Conditions of the Notes, including the terms of payment of principal and interest, can be amended by a Holders resolution and any such resolution will be binding for all Holders. Any such resolution may effectively be passed with the co...
  - #50">The insolvency laws of Luxembourg may not be as favorable to Holders as the laws of other jurisdictions. Furthermore, the Issuer may shift its center of main interest to jurisdictions that are less favorable to Holders and thereby preclude or limit th...
  - #51">In case of certain events of default, the Notes will only be redeemable if Holders holding at least 15% of the aggregate principal amount of the Notes then outstanding declare the Notes due and payable. Such declaration of acceleration may be rescinde...
  - #51">Since no Holders Representative will be appointed as from the Issue Date, it may be difficult for Holders to take collective action with respect to the Notes.
  - #51">It is possible that a Holder may be deprived in its individual right to pursue and enforce its rights under the Terms and Conditions of the Notes if such right was passed on a Holders Representative.
  - #51">The income from the Notes may be reduced by taxes.
#53">TERMS AND CONDITIONS OF THE NOTES
#93">SELECTED CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY
- #93">Selected Consolidated Financial Information
  - #93">Selected Consolidated Statements of Profit or Loss Data
  - #94">Selected Consolidated Statements of Financial Position Data
  - #94">Selected Consolidated Cash Flow Statement Data
- #94">Additional Non-IFRS Performance Measures
#101">MANAGEMENTS DISCUSSION AND ANALYSIS OF NET ASSETS; FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- #102">Overview
- #104">Key Factors Affecting Our Results of Operations
  - #104">Economic and Demographic Developments in Berlin and in Germany
  - #105">Acquisitions, Portfolio Size, Rent Level and Vacancy Rates
  - #106">Sales Prices, Sales Proceeds and Profit on Disposals of Properties
  - #107">Changes in Fair Value of Investment Properties and Assets Classified as Held for Sale
  - #107">Maintenance and Improvements of Properties
  - #108">Cost of Financing
  - #108">Changes in Interest Rates
  - #108">Property Operating Expenses
- #108">Key Statement of Profit or Loss Items
- #109">Results of Operations
  - #109">Comparison of the Six-Month Periods Ended June 30, 2020 and June 30, 2019
    - #109">Revenue
    - #110">Cost of operations
    - #110">Gross profit
    - #110">General and administrative expenses
    - #110">Other expenses
    - #110">Other income
    - #110">Changes in fair value of investment properties
    - #110">Results from operating activities
    - #110">Finance income
    - #111">Finance costs
    - #111">Net finance costs
    - #111">Profit before tax
    - #111">Income tax expense
    - #111">Profit for the period
  - #111">Comparison of the Fiscal Years Ended December 31, 2019 and December 31, 2018
    - #111">Revenue
    - #111">Cost of operations
    - #112">Gross profit
    - #112">General and administrative expenses
    - #112">Other expenses
    - #112">Other income
    - #112">Changes in fair value of investment properties
    - #112">Results from operating activities
    - #112">Finance income
    - #112">Finance costs
    - #112">Net finance income
    - #112">Profit before tax
    - #113">Income tax income (expense)
    - #113">Profit for the period
  - #113">Comparison of the Fiscal Years Ended December 31, 2018 and December 31, 2017
    - #113">Revenue
    - #113">Cost of operations
    - #113">Gross profit
    - #113">General and administrative expenses
    - #114">Changes in fair value of investment properties
    - #114">Results from operating activities
    - #114">Finance income
    - #114">Finance costs
    - #114">Net finance income (costs)
    - #114">Profit before tax
    - #114">Income tax income (expense)
    - #114">Profit for the period
- #114">Real Estate Portfolio and Investments
- #115">Overview of Our Properties
  - #115">Investment Properties
  - #116">Assets Classified as Held for Sale
  - #116">Trading properties
- #116">Maintenance and Capital Expenditures
- #116">Liquidity and Capital Resources
  - #116">Cash Flows
  - #117">Comparison of the Six-Month Periods Ended June 30, 2020 and June 30, 2019
    - #117">Cash Flows from Operating Activities
    - #118">Cash Flows from Investing Activities
    - #118">Cash Flows from Financing Activities
  - #118">Comparison of the Fiscal Years Ended December 31, 2019 and December 31, 2018
    - #118">Cash Flows from Operating Activities
    - #118">Cash Flows from Investing Activities
    - #118">Cash Flows from Financing Activities
  - #118">Comparison of the Fiscal Years Ended December 31, 2018 and December 31, 2017
    - #118">Cash Flows from Operating Activities
    - #118">Cash Flows from Investing Activities
    - #118">Cash Flows from Financing Activities
  - #118">Liabilities
    - #118">Financial Liabilities
    - #119">Contingent Liabilities
- #119">Disclosure about Market Risk
  - #119">Credit Risk
    - #119">Cash and cash equivalents
    - #119">Assessment of expected credit losses for individual customers
  - #119">Market Risk
  - #120">Liquidity Risk
- #120">Critical Accounting Policies
  - #120">Currency Translation
  - #120">Formation Expenses
  - #121">Financial Assets
  - #121">Debtors
  - #121">Derivative Financial Instruments
  - #121">Prepayments
  - #121">Provisions
  - #121">Creditors
  - #121">Net Turnover
  - #121">Interest Income and Expenses
  - #121">Value Adjustments
- #122">Recent Accounting Pronouncements
  - #122">IFRS 16 (Leases)
  - #122">IFRIC 23 (Uncertainty Over Income Tax Treatments)
  - #122">IFRS 3 (Business Combinations)
  - #123">IAS 1
#124">PROFIT FORECAST
- #124">Guidance of the Funds From Operations (FFO 1) for the Fiscal Year 2020 of the Company
- #124">FFO 1 Guidance 2020
- #124">Explanatory Notes to the FFO 1 Guidance 2020
  - #124">Basis of Preparation
  - #124">Factors and Assumptions
    - #124">Factors outside of the Companys influence
      - #125">Factor: Legislative and regulatory conditions
      - #125">Factor: Demographic developments in the residential real estate industry
      - #125">Factor: Changes in interest rates
      - #125">Factor: Cost inflation
      - #125">Factor: Unforeseeable events such as force majeureŽ
    - #125">Factors that can be influenced by the Company to a limited extent
      - #126">Factor: Net rental income
      - #126">Factor: Cost of operations
      - #126">Factor: General and administrative expenses
      - #126">Factor: Finance costs
      - #127">Factor: Current income tax expenses
    - #127">Factors that can be influenced by the Company
      - #127">Factor: Timing of disposals
- #127">Other Explanatory Notes
#128">PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF ADLER GROUP S.A.
- #128">Introduction
- #129">Historical financial information
- #130">Basis for preparation
- #130">Procedures and assumptions
- #132">Alignment of the historical financial information of ADOG, ADLER Real Estate and Consus Real Estate
  - #132">Accounting Policy Adjustments for the Pro Forma Consolidated Balance Sheet as of June 30, 2020
    - #132">Consus Real Estate accounting policy adjustments
    - #133">Notes to the Consus Real Estate accounting policy adjustments
      - #133">(i) Other intangible assets
      - #133">(ii) Investments accounted using equity method
      - #134">(iii) Financial assets / contract assets
      - #134">(iv) Inventories
      - #134">(v) Trade receivables
      - #134">(vi) Other assets and other receivables
      - #134">(vii) Subscribed capital
      - #134">(viii) Capital reserves
      - #134">(ix) Other reserves
      - #134">(x) Financing liabilities
      - #134">(xi) Other liabilities
      - #135">(xii) Provisions
      - #135">(xiii) Prepayments received and other payables
  - #138">Accounting policy adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
    - #138">ADLER Real Estate accounting policy adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
    - #139">Notes to the ADLER Real Estate presentation adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
      - #139">(i) Gross rental income and income from the sale of properties
      - #139">(ii) Cost of operations
      - #139">(iii) General and administrative expenses and other operating income
      - #140">(iv) Net income from at-equity valued investment associates
      - #140">(v) Other income and other expenses
    - #141">Consus Real Estate accounting policy adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
    - #142">Notes to the Consus Real Estate presentation adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
      - #142">(i) Revenue
      - #142">(ii) Cost of operations
      - #142">(iii) General and administrative expenses
      - #143">(iv) Finance costs and finance income
      - #143">(v) Finance costs
  - #144">Accounting policy adjustments for the Consolidated Statement of Profit or Loss for the fiscal year ended December 31, 2019
    - #144">ADLER Real Estate Presentation adjustments for the Consolidated Statement of Profit or Loss for the fiscal year ended December 31, 2019
    - #144">Notes to the ADLER Real Estate presentation adjustments for the Statement of Profit or Loss for the fiscal year ended December 31, 2019
      - #144">(i) Gross rental income
      - #144">(ii) Cost of operations
      - #145">(iii) General and administrative expenses and other operating income
      - #145">(iv) Net income from at-equity valued investment associates
      - #145">(v) Other income and other expenses
    - #146">ADOG (stand-alone) adjustments for the statement of profit or loss for the fiscal year ended December 31, 2019
    - #147">Notes to the ADOG (stand-alone) presentation adjustments for the statement of profit or loss for the fiscal year ended December 31, 2019
      - #147">(i) Revenue
      - #147">(ii) Profits from investee companies
    - #148">Consus Real Estate accounting policy adjustments for the Consolidated Statement of Profit or Loss for the fiscal year ended December 31, 2019
    - #148">Notes to the Consus Real Estate accounting policy adjustments for Statement of Profit or Loss for the fiscal year ended December 31, 2019
      - #148">(i) Revenue
      - #149">(ii) Cost of operations
      - #149">(iii) General and administrative expenses
      - #149">(iv) Changes in fair value of investment properties
      - #149">(v) Finance income / finance costs
      - #149">Finance costs
- #150">Pro Forma Consolidated Financial Information as of and for the six-month period ended June 30, 2020
- #155">Notes to the Pro Forma Consolidated Financial Information as of and for the six-month period ended June 30, 2020
  - #155">Reversal of Purchase Price Allocation of the Company
  - #156">Transaction costs related to the Merger
  - #157">Refinancing of Merger
  - #157">Refinancing of ADOG Debt
  - #157">Transaction costs related to the Business Combination and the Rights Offering
  - #157">Refinancing in connection with the Business Combination
  - #158">Corporate Bond
  - #158">Transaction costs related to the Acquisition
  - #159">Pre-Existing Relationship
  - #159">Treasury Shares
  - #159">IAS 2 to IAS 40 adjustment
  - #159">Purchase price allocation in relation to the Acquisition
  - #160">Disposal of development projects in Consus Real Estate
  - #162">Exercise of Consus Call/Put-Option and Loss on Consus Investment
  - #162">Rights Offering
  - #163">Share Capital
  - #163">Share premium
  - #163">Retained earnings
  - #164">Other payables
  - #164">Finance costs
  - #164">Earnings per share
- #165">Pro Forma Consolidated Financial Information for the fiscal year ended December 31, 2019
- #166">Notes to the Pro Forma Consolidated Financial Information for the fiscal year ended December 31, 2019
  - #167">Sale of partnership interest in Glasmacherviertel GmbH & Co. KG (Project Gerresheim)
  - #167">Transaction costs related to the Merger
  - #167">Refinancing of the Merger
  - #167">Refinancing of ADOG Debt
  - #168">Share purchase agreement with GEWOBAG Wohnungsbau-Aktiengesellschaft Berlin
  - #168">Transaction costs related to the Business Combination and the Rights Offering
  - #168">Refinancing in connection with the Business Combination
  - #168">Intercompany eliminations
  - #169">Disposal of development projects in Consus Real Estate
  - #169">Elimination of Consus Call/Put-Option Agreement
  - #170">Corporate Bond
  - #170">Finance costs
  - #170">Earnings per share
- #171">Auditors report on the Pro Forma Consolidated Financial Information
#174">DESCRIPTION OF THE TRANSACTIONS
- #174">Business Combination with ADLER Real Estate
  - #174">Description of the ADLER Real Estate Group
  - #174">Business Combination Agreement
  - #175">ADLER Offer
  - #175">Reasons for the Business Combination
- #176">Acquisition of Consus Real Estate
  - #176">Share Purchase
  - #176">Strategic Cooperation
  - #177">Call Option Exercise
  - #177">Consus Offer
  - #177">Reasons for the Consus Real Estate Acquisition
- #178">Description of the Consus Group
  - #178">Business of the Consus Group
  - #179">Portfolio of the Consus Group
    - #180">Build-to-Hold Landbank Portfolio
    - #181">Property development business with institutional purchasers
    - #181">Vertical Villages
    - #181">Quarter development
    - #181">Condominium sales
    - #182">Yielding assets
  - #182">Material Agreements of the Consus Group
    - #182">Acquisitions and divestments
      - #182">Acquisition of shares in Consus Swiss Finance AG, SG Development GmbH and Wilhelmstraße I GmbH
      - #182">Acquisition of shares in CG and integration of CG
      - #183">Acquisition of remaining interest in Consus RE from Gröner Group GmbH
      - #183">Share purchase agreement between Consus RE and various CG companies
      - #183">Share purchase agreement between various subsidiaries of Consus Real Estate and Ajos RE 1 GmbH, Ajos RE 2 GmbH and Taurecon Invest X. GmbH
    - #183">Material Financing Agreements of the Consus Group
      - #183">Consus 2024 Senior Secured Notes
      - #184">Consus 2022 Convertible Bonds
      - #184">Financing of the Consus Groups development projects and other financing arrangements
#186">MARKETS AND COMPETITION
- #186">The German Real Estate Market … Overview and Market Drivers
  - #186">Macroeconomic and Demographic Drivers Affecting the German Real Estate Market
    - #186">GDP Growth (in %)
    - #187">Employment
    - #187">Unemployment rate in Germany (in %)
    - #188">Consumer Price Development
    - #188">Population Growth to Continue
    - #189">Increase in the Number of Households
    - #189">Urban Population and Immigration Trends
    - #190">Household Debt and Low Interest Rates
- #190">German Residential Real Estate Market
  - #190">Residential Loans
  - #191">Number of Transactions
  - #191">Property Prices Evolution
  - #191">House Price Affordability
  - #192">Steady Rental Price Growth
  - #192">Mortgage Rates
  - #192">LTV Ratio
  - #192">Overview of Residential Real Estate…Top 9 Cities
    - #192">Population
    - #193">Building Permits and Supply & Demand
    - #194">Rental Price Development
    - #194">Impact of Legislative or Regulatory Measures
- #195">Berlin Macroeconomic Situation, Demographic Drivers and Residential Real Estate Market
  - #195">Berlin Macroeconomic Situation and Demographic Drivers
  - #195">Berlin Residential Real Estate Market
  - #196">Impact of Legislative and Regulatory Measures of the Berlin Senate
- #196">The German Homebuilding Market
  - #197">Building Permits
  - #197">Residential Real Estate Stock
  - #198">Transaction Volumes on the Residential Real Estate Investment Market in Germany
  - #198">Development of Rental Expenses
  - #198">German Property Prices in Relation to Other Major Western European Markets
  - #199">Overall Supply Constraints
  - #199">Total Home Sales in Country Over Time
  - #199">Access to Funding for Construction of Real Estate Properties
  - #199">Stock of New Homes
  - #199">Building Permits and Completed Housing Units in Germany
- #200">Competition
#201">BUSINESS
- #201">Overview
- #202">Recent History of the Group
- #203">Competitive Strengths
  - #203">We are a top-tier residential real estate platform with a high quality portfolio that is diversified across core locations in Germany.
  - #203">We benefit from an efficient, fully integrated, scalable in-house real estate portfolio management platform, led by an experienced management team and focused on growth and value creation.
  - #204">We are committed to tenant satisfaction through our business approach.
  - #204">We expect to benefit from Consus Real Estates market leading development platform.
  - #204">We have a solid balance sheet structure with a conservative target LTV-Ratio and long-term maturity profile at low funding costs.
- #205">Strategy
  - #205">With the Consus Real Estate Acquisition, we intend to leverage Consus Real Estates strengths as a leading German real estate developer.
  - #205">Our strategy is focused on creating the fourth largest European listed integrated residential real estate platform combining a GAV of approximately 14.0 billion.
  - #205">We will leverage operational and financial synergies to be realized from streamlined operations and financial discipline.
  - #206">We continue to focus on increasing rents through active asset management and targeted investments to modernize, refurbish and re-position our properties.
  - #206">We plan to continue to realize value by converting properties into condominiums and selling them at prices exceeding the current fair value of the properties.
- #207">Property Portfolio
  - #207">Overview
  - #208">Geographical distribution
  - #208">Top locations
  - #209">Average size of apartments
  - #209">Average rent and vacancy rate
  - #209">Public Subsidies
  - #209">Commercial portfolio
  - #209">Property Development
  - #211">Like-for-Like Rental Growth
- #211">Business Operations
  - #211">Overview
  - #212">Business Model
  - #213">Asset and Portfolio Management
  - #213">Property and Facility Management
  - #214">Construction Management
  - #215">Acquisitions and Financing; Divestments
- #215">Corporate Information
  - #215">Human Resources and Employees
    - #215">Employees
    - #216">Pension and Incentive Plans
  - #216">Financial Management
  - #216">Information Technology
  - #216">Intellectual Property, Trademarks and Domains
  - #216">Insurance Coverage
  - #217">Governmental, Legal, Arbitration or Similar Proceedings
    - #217">Proceedings related to ADLER Real Estates capacity as an indirect shareholder of conwert Immobilien Invest SE
    - #218">Proceeding related to ADLER Real Estates acquisition of a stake in BCP
- #218">Material Agreements
  - #218">Call/Put-Option Agreement
  - #218">Purchase Agreements and Letters of Intent
    - #218">Holsten Quartier Letter of Intent
    - #218">Acquisition of the Airportpark Schönefeld Nord
    - #218">Joint Venture Acquisition
    - #218">Apollo Joint Venture Transactions
    - #219">Acquisition of majority stake in Brack Capital Properties N.V.
    - #219">Acquisition of the Angerburger Allee Portfolio
    - #219">Acquisition of the Nox II Portfolio
    - #219">Acquisition of Project Riverside
    - #219">Acquisition of the Compass Portfolio
    - #220">Acquisition of the Asgard Portfolio
    - #220">Acquisition of the Nox I Portfolio
    - #220">Acquisition of the Wilhelm II Portfolio
  - #220">Sale Agreements
    - #220">Sale Agreement with Peach Property
    - #220">Sale Agreement with Gewobag
    - #220">Sale regarding the Glasmacherviertel
    - #220">Sale of BCPs retail portfolio
    - #221">Sale to the Caesar Joint Venture
    - #221">Sale of shares in ACCENTRO
  - #221">Bridge Facility Agreement
    - #221">Overview
    - #221">Maturity Dates
    - #221">Interest and Fees
    - #222">Guarantors and Security
    - #222">Prepayments
    - #222">Covenants
    - #223">Events of default
  - #223">Other Financing
    - #223">ADO 2025 Notes
    - #224">ADLER 2023 Notes
    - #224">ADLER 2021 Notes
    - #225">ADO 2024 Notes
    - #226">ADO 2023 Convertible Bonds
    - #227">ADLER 2021 Convertible Bonds
    - #228">Debentures issued by Brack Capital Properties N.V.
      - #228">Brack Series B Debentures
      - #228">Brack Series C Debentures
    - #229">General Agreement (Commercial Paper Programme)
    - #229">2020 Revolving Credit Facilities Agreements
    - #229">2018 Revolving Facility Agreement with Barclays Bank PLC, ABN AMRO Bank N.V., BNP Paribas S.A., Niederlassung Deutschland and Société Générale S.A., Frankfurt Branch
    - #230">2020 Loan Agreement with Landesbank Baden-Württemberg
    - #230">2020 Loan Agreement with LBBW
    - #230">2019 Loan Agreement with DZ HYP
    - #231">2019 Loan Agreement with Deutsche Kreditbank AG
    - #231">2019 Loan Agreement with DKB
    - #232">2017 Loan Agreement with DZ HYP
    - #232">2017 Loan Agreement with Natixis
    - #232">2017 Loan Agreement with Berlin-Hannoversche Hypothekenbank AG
    - #233">2016 Loan Agreement with Helaba
    - #233">2016 Loan Agreement with Berlin-Hannoversche Hypothekenbank AG
    - #234">2016 Loan Agreement with Berliner Sparkasse
    - #234">2015 Loan Agreement with LBBW
    - #235">2014 Loan Agreement with LBBW
  - #235">Domination Agreements
#236">REGULATORY ENVIRONMENT
- #236">Restrictions due to German Tenancy Law
  - #236">Written Form Requirements
  - #236">Statutory Limits on Rent Increases
  - #237">Owners Repair and Maintenance Obligations and Modernizations Measures
  - #238">Statutory Protection of the Tenant Against Termination and Eviction
  - #238">Statutory Restrictions on the Sale of Residential Space
  - #239">Statutory Restrictions on the Change of Use of Residential Properties
  - #239">Statutory Restrictions on the Conversion of Rental Apartments into Condominiums
  - #239">Requirement for Energy Certificates and Energy Conservation Measures
  - #240">Requirement for electromobility infrastructure
  - #240">Requirement for Legionella Testing and Potential Remediation Measures
  - #240">Requirement to Install and to Maintain Smoke Detectors
- #241">Current Developments in German Tenancy Law
  - #241">Rent Cap (Mietpreisbremse) and Brokers Fees
  - #242">Rent Freeze (Mietendeckel)
  - #243">Expropriation of Residential Real Estate
- #243">Restrictions Applicable to Subsidized Housing
  - #243">General Overview
  - #244">Effects of Public Subsidies
  - #244">Applicable Laws and Regulations
  - #245">Forms of Public Subsidies; Subsidy Notification and Loan Agreement
  - #245">Sale and Transfer of Subsidized Properties
- #245">Further Restrictions on the Use of Properties under Private and Public Law
  - #245">Restrictions Arising Out of Easements in the Land Register
  - #246">Public Easements
- #246">Construction and Planning
  - #246">General
  - #246">Planning Law
  - #247">Building Law
  - #248">Protection of Existing Buildings
  - #248">Restrictions for Properties Affected by Monument Protection and/or Special Urban Planning Legislation
  - #249">Construction and Property Development Contracts
    - #249">Applicable Provisions of the BGB
    - #249">German Real Estate Agent and Commercial Contractor Regulation (Makler- und Bauträgerverordnung)
- #250">Liability for Environmental Contamination
  - #250">Environmental Liability Under Public Law
    - #250">Soil Contamination
    - #251">Groundwater Contamination
    - #251">Asbestos
    - #251">Pentachlorophenol (PCPŽ), Lindane, Dichlorodiphenyltrichloroethane (DDTŽ), and Polychlorinated Biphenyl (PCBŽ)
    - #252">War Ordnance
  - #252">Environmental Liability Under Civil Law
  - #252">Restitution rights and transfer approval
#253">SHAREHOLDER STRUCTURE
#254">GENERAL INFORMATION ON THE COMPANY AND THE ADLER GROUP
- #254">Formation and Incorporation, History and Development
- #254">Legal and Commercial Name, Address and LEI
- #254">Corporate Purpose, Registered Office, Fiscal Year and Duration
- #255">Group Structure
- #257">The Companys Subsidiaries
- #257">Statutory Auditor
#258">DESCRIPTION OF THE GOVERNING BODIES OF THE COMPANY
- #258">Overview
- #258">Board of Directors
  - #258">Duties of a Director under Luxembourg Law
  - #259">Power and Duties of the Board of Directors
  - #259">Representation Towards Third Parties
  - #260">Composition of the Board of Directors
  - #261">Directorships Held by Members of the Board of Directors
  - #262">Compensation and Shareholdings of Members of the Board of Directors
- #262">Committees
  - #263">Audit Committee
  - #263">Nomination and Compensation Committee
  - #263">Investment and Financing Committee
  - #263">Ad Hoc Committee
- #264">Senior Management of the ADLER Group
  - #264">Directorships Held by Members of the Senior Management of the ADLER Group
  - #264">Compensation and Shareholdings of the Senior Management of the Company and its Subsidiaries
  - #266">Short-Term Incentive Program (STI)
  - #266">Long-Term Incentive Program (LTI)
- #266">Certain Information on the Members of the Board of Directors, Audit Committee, Nomination and Compensation Committee, Investment and Financing Committee, Ad Hoc Committee and the Senior Management of the ADLER Group
- #267">Conflicts of Interest
- #267">General Meeting
  - #267">Convening of General Meetings (other than the Annual General Meeting) and Location
  - #267">Chairman, Quorum and Majority
- #268">Annual General Meeting
- #268">Corporate Governance
#269">CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
#272">TAXATION
#273">SUBSCRIPTION AND SALE OF THE NOTES
- #273">Subscription
- #273">Selling Restrictions
  - #273">General
  - #274">United States of America
  - #275">European Economic Area and United Kingdom
  - #275">United Kingdom
  - #275">Republic of Singapore ("Singapore")
#277">GENERAL INFORMATION
- #277">Authorization and Issue Date
- #277">Use of Proceeds
- #277">Delivery of Notes
- #277">Costs and Expenses Relating to the Purchase of Notes
- #277">Listing and Admission to Trading of the Notes
- #277">Listing Expenses
- #277">Clearing Systems and Security Codes
- #278">Ratings of the Notes and the Issuer
- #279">Indication of Yield
- #279">Appraisers
- #279">Sources of Market Data
- #286">Documents Available
#287">INCORPORATION BY REFERENCE
#1">VALUATION REPORTS
#429">RECENT DEVELOPMENTS AND OUTLOOK
- #429">Recent Developments
- #429">Outlook
Thunder - Bond II - Valuation Reports (Final - Nov 9, 2020).PDF
- #1">RISK FACTORS
  - #1">Risks related to the ADLER Groups Business Activities and Industry
    - #1">Our business is significantly dependent on our ability to generate rental income. Our rental income and funds from operations could particularly be negatively affected by a potential increase in vacancy rates.
    - #1">Our ability to operate our business successfully relies on assumptions that may prove to be incorrect and circumstances that may be unfavorable, in part or as a whole, in particular due to unexpected liabilities, an incomplete or inaccurate assessment...
    - #1">We rely on our ability to identify potential real estate portfolio acquisition opportunities in order to implement our investment strategies. We may not be able to identify all risks associated with any such acquisitions. Assumptions could prove to be...
    - #1">Our business is dependent on regional real estate markets and their liquidity, particularly Berlin, which may be subject to adverse market developments. Fluctuation in the development of the currently high demand and prices could make it difficult for...
    - #1">Due to the potentially illiquid nature of the real estate market, we may not be able to sell any portion of our portfolio or investments in a timely fashion, on favorable terms or at all.
    - #1">Existing rent restrictions in connection with the promotion of public authorities and with heat supply contracts could limit the rent levels we may be able to charge.
    - #1">In the future, the geographic and/or asset type composition of our property portfolio may change due to further acquisitions or divestures.
    - #1">Our business could be adversely impacted by negative developments in the economy and in the residential real estate markets in Germany.
    - #1">Our future growth depends on the availability of real estate properties with value-add potential at reasonable prices, but growing competition and other factors may lead to increased prices and lower availability.
    - #1">We are exposed to certain risks in connection with construction projects, including construction defects, availability of contractors, cost-overruns as well as health, safety and environmental risks.
    - #1">An increase in interest rates could have a material adverse effect on the real estate markets in which we operate.
    - #1">In connection with certain acquisitions, we have entered into contractual obligations that restrict our ability to freely divest parts of our portfolio or to increase rents for certain units or to rent to tenants not eligible for subsidized housing, a...
    - #1">While we employ and work together with a large number of service providers, on whose performance we are dependent, we also have an integrated platform for active asset management and privatizations, which increases our personnel expenses and other fix...
    - #1">Our property portfolio contains some commercial units, which are subject to different risks than our residential rental units.
    - #1">We are exposed to risks related to the structural condition of our properties and their maintenance, repair and modernization.
    - #1">We may be unable to find or retain suitable tenants on acceptable terms, and existing tenants may be unable to meet their payment obligations.
    - #1">Damage to our reputation and any reduced tenant satisfaction may result in reduced demand for our residential units and may make it more difficult for us to raise capital on favorable terms or at all.
    - #1">Our information technology systems could malfunction or fail.
    - #1">We, as well as certain of our group companies, are subject to certain obligations and restrictions due to the respective listing.
    - #1">The withdrawal of the United Kingdom from the European Union may continue to cause significant political and economic uncertainty in the European Union and in the United Kingdom.
  - #1">Risks related to the ADLER Groups Financial Situation
    - #1">Property valuation is inherently subjective and is based on assumptions that may prove to be inaccurate or affected by factors outside of our control. The property valuation serves as a basis of and is combined with other factors for our fair value mo...
    - #1">In the event of a downturn or other developments in the real estate markets in Germany or a downturn in the interest rate environment, the fair values of the properties in our property portfolio may decline, which could materially impact the valuatio...
    - #1">An increase in general interest rate levels may increase our financing costs, while the current economic environment, characterized by relatively high values of our properties and the prices at which we are able to sell our properties, may decrease.
    - #1">A downgrade or a withdrawal of the Companys current credit rating may impact our ability to obtain financing or issue further equity or debt and may have a negative impact on our debt costs and on the market price of the Notes.
    - #1">We have a substantial level of debt and are dependent on refinancing significant amounts as they become due and we may not be able to extend our existing credit arrangements, refinance our debt on substantially similar terms when it matures or obtain ...
    - #1">Our level of debt, the terms of current and future borrowings, and the hedging transactions we have entered into, or will enter into in the future, could significantly constrain our operations and could make it more difficult or expensive to obtain ne...
    - #1">We could incur substantial losses from damage not covered by, or exceeding the coverage limits of, our insurance policies.
    - #1">The Companys cash flows and possible future dividend payments are dependent on the distributable capital and annual profit and profitability of its subsidiaries or must be augmented by borrowed capital.
    - #1">We bear risks in connection with greater indebtedness and higher interest expenses.
    - #1">When we attempt to mitigate interest rate risk by entering into hedging agreements, we also become exposed to the risks associated with the valuation of hedging instruments and hedge counterparties and the hedging agreements may not be effective.
    - #1">We have grown rapidly and there is no guarantee that we will be able to manage future growth successfully. Our historical earnings and other historical financial results are not an indication of future earnings or other financial results.
    - #1">The assumptions made in preparing the profit forecast included in this Offering Memorandum may prove incomplete or inaccurate.
  - #1">Regulatory and Legal Risks
    - #1">German laws protecting residential tenants and existing restrictions on the rate of rental increases could make it more difficult to increase the rents of residential units we own.
    - #1">Our business is subject to the general legal environment in Germany. Any disadvantageous changes in the legal environment, such as mandatory environmental modernization provisions, restrictions regarding modernization measures or provisions (including...
    - #1">We may fail to comply with applicable or future laws and regulations in relation to privacy and data protection or such laws and regulations may change in a manner that is unfavorable to our business.
    - #1">Administrative decisions could affect our ability to conduct our business at our discretion.
    - #1">The use of standardized contracts could result in claims for damages against us under a number of contracts, or in the loss of certain rights and privileges or of the respective rights to claim damages, if errors or problems arise in connection with t...
    - #1">We may incur environmental liabilities, for example, from residual pollution including wartime ordnance, soil conditions, asbestos and contaminants in building materials, as well as from possible building code violations.
    - #1">We may not be granted building and other permits, or may be granted them only subject to onerous conditions, or additional requirements may be imposed on existing building and other permits.
    - #1">We could be subject to liability claims for several years after selling properties.
    - #1">Our risk management and compliance systems as well as our accounting practices may prove to be partially or completely insufficient or fail, and unknown, unrecognized, underestimated or unexpected risks may materialize, any of which could lead to gove...
  - #1">Risks related to the ADLER Groups Tax Structure
    - #1">The structure of the Company is mainly influenced by the general tax environment in Luxembourg, Germany and further countries of the European Union (Netherlands, Denmark, Malta and Ireland) and changes in the tax environment may increase our tax burden.
    - #1">We are subject to the tax environment in Luxembourg, Germany and further countries of the European Union (Netherlands, Denmark, Malta and Ireland) and Israel. Our tax burden may increase as a consequence of current or future tax assessments, tax audit...
    - #1">We are exposed to real estate transfer taxes (RETT).
  - #1">Risks related to the Business Combination
    - #1">The integration of the ADLER Real Estate Group into the ADLER Group could potentially not be consummated as intended and could result in expenses not anticipated at all or not adequately accounted for and the Company could potentially be legally bound...
    - #1">The synergies expected as a result of the Integration could potentially not be fully realized or not realized at all or eroded by expenses not anticipated.
    - #1">Shareholders of ADLER Real Estate that did not accept the ADLER Offer may take measures to delay or prevent future plans or measures to facilitate the Integration.
    - #1">The Pro Forma Consolidated Financial Information of the ADLER Group is only provided for assessment purposes and is no indicator for the future business-, asset-, financial- and earnings situation of the ADLER Group.
  - #1">Risks related to the Consus Real Estate Acquisition
    - #1">Certain risks in connection with the business of Consus Real Estate are similar to the risks of our existing business, the benefits expected as a result of an acquisition of Consus Real Estate may not be fully realized or not be realized at all.
    - #1">The Consus Real Estate Acquisition exposes the Company to operational risks related to the development of real estate projects.
    - #1">Prior to the Consus Acquisition, Consus Real Estate announced various transactions, including a material divestment of real estate development projects, and could be materially adversely affected by any delay in the closing of or failure to close any ...
    - #1">Consus Real Estate requires a significant amount of cash to service its debt, and its ability to generate sufficient cash depends on factors that may be beyond its control and Consus Real Estates debt service obligations may make it difficult to oper...
    - #1">Consus Real Estate has recorded substantial goodwill, which could be subject to impairments.
    - #1">Financing agreements and other agreements entered into by Consus Real Estate include change-of-control provisions that are triggered by the Consus Real Estate Acquisition and we may not be in a position to refinance the existing financing arrangements...
    - #1">We may face additional legal risks in relation to development projects in connection with the Consus Acquisition.
    - #1">The acquisition of shares in Consus Real Estate could cause the loss of tax loss carryforwards of Consus Real Estate and/or its subsidiaries.
    - #1">The acquisition of shares in Consus Real Estate could trigger an exposure to real estate transfer tax (RETT).
    - #1">The synergies expected as a result of the Consus Real Estate Acquisition and the integration of the Consus Group into the ADLER Group could not be fully realized or not realized at all.
  - #1">Risks Related to the Notes
    - #1">The Notes may not be a suitable investment for all investors.
    - #1">An investment in the Notes may be subject to inflation risks.
    - #1">Holders of Notes (HoldersŽ) are subject to exchange rate risks and exchange controls.
    - #1">Holders are exposed to risks relating to fixed interest notes.
    - #1">Holders are subject to the risk of a partial or total failure of the Issuer to make interest and/or redemption payments.
    - #1">The Notes will be structurally subordinated to indebtedness of the subsidiaries of the Issuer.
    - #1">The Notes will be effectively subordinated to the Issuers debt to the extent such debt is secured by assets that are not also securing the Notes.
    - #1">The Terms and Conditions of the Notes restrict, but do not eliminate, the Issuers ability to incur additional debt, create liens or take other action that could negatively impact the Holders.
    - #1">The Notes may not, or may cease to satisfy the criteria to be recognized as eligible collateral for the central banking system for the euro (the EurosystemŽ).
    - #1">If the Notes are redeemed prior to maturity, a Holder of such Notes is exposed to the risk of a lower yield than expected.
    - #1">The Issuers ability to redeem or repurchase the Notes upon the occurrence of a change of control event may be limited by its access to funds.
    - #1">An active public trading market for the Notes may not develop.
    - #1">Transfer of the Notes will be restricted, which may adversely affect the value of the Notes.
    - #1">The development of market prices of the Notes depends on various factors.
    - #1">The trading market for debt securities may be volatile and may be adversely impacted by many events.
    - #1">Ratings may not reflect all risks and are subject to change.
    - #1">Incidental costs related in particular to the purchase and sale of Notes may have a significant impact on the profit potential of the Notes.
    - #1">Because the Global Notes are held by or on behalf of Euroclear and CBL, potential investors will have to rely on their procedures for transfer, payment and communication with the Issuer.
    - #1">No assurance can be given as to the impact of any possible judicial decision or change of laws or administrative practices after the date of this Offering Memorandum.
    - #1">A potential investor may not rely on the Issuer, the Joint Bookrunners, the Co-Managers or any of their respective affiliates in connection with its determination as to the legality or suitability of its acquisition of the Notes.
    - #1">The Terms and Conditions of the Notes, including the terms of payment of principal and interest, can be amended by a Holders resolution and any such resolution will be binding for all Holders. Any such resolution may effectively be passed with the co...
    - #1">The insolvency laws of Luxembourg may not be as favorable to Holders as the laws of other jurisdictions. Furthermore, the Issuer may shift its center of main interest to jurisdictions that are less favorable to Holders and thereby preclude or limit th...
    - #1">In case of certain events of default, the Notes will only be redeemable if Holders holding at least 15% of the aggregate principal amount of the Notes then outstanding declare the Notes due and payable. Such declaration of acceleration may be rescinde...
    - #1">Since no Holders Representative will be appointed as from the Issue Date, it may be difficult for Holders to take collective action with respect to the Notes.
    - #1">It is possible that a Holder may be deprived in its individual right to pursue and enforce its rights under the Terms and Conditions of the Notes if such right was passed on a Holders Representative.
    - #1">The income from the Notes may be reduced by taxes.
- #1">TERMS AND CONDITIONS OF THE NOTES0F
- #1">SELECTED CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY
  - #1">Selected Consolidated Financial Information
    - #1">Selected Consolidated Statements of Profit or Loss Data
    - #1">Selected Consolidated Statements of Financial Position Data
    - #1">Selected Consolidated Cash Flow Statement Data
  - #1">Additional Non-IFRS Performance Measures
- #1">MANAGEMENTS DISCUSSION AND ANALYSIS OF NET ASSETS; FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  - #1">Overview
  - #1">Key Factors Affecting Our Results of Operations
    - #1">Economic and Demographic Developments in Berlin and in Germany
    - #1">Acquisitions, Portfolio Size, Rent Level and Vacancy Rates
    - #1">Sales Prices, Sales Proceeds and Profit on Disposals of Properties
    - #1">Changes in Fair Value of Investment Properties and Assets Classified as Held for Sale
    - #1">Maintenance and Improvements of Properties
    - #1">Cost of Financing
    - #1">Changes in Interest Rates
    - #1">Property Operating Expenses
  - #1">Key Statement of Profit or Loss Items
  - #1">Results of Operations
    - #1">Comparison of the Six-Month Periods Ended June 30, 2020 and June 30, 2019
      - #1">Revenue
      - #1">Cost of operations
      - #1">Gross profit
      - #1">General and administrative expenses
      - #1">Other expenses
      - #1">Other income
      - #1">Changes in fair value of investment properties
      - #1">Results from operating activities
      - #1">Finance income
      - #1">Finance costs
      - #1">Net finance costs
      - #1">Profit before tax
      - #1">Income tax expense
      - #1">Profit for the period
    - #1">Comparison of the Fiscal Years Ended December 31, 2019 and December 31, 2018
      - #1">Revenue
      - #1">Cost of operations
      - #1">Gross profit
      - #1">General and administrative expenses
      - #1">Other expenses
      - #1">Other income
      - #1">Changes in fair value of investment properties
      - #1">Results from operating activities
      - #1">Finance income
      - #1">Finance costs
      - #1">Net finance income
      - #1">Profit before tax
      - #1">Income tax income (expense)
      - #1">Profit for the period
    - #1">Comparison of the Fiscal Years Ended December 31, 2018 and December 31, 2017
      - #1">Revenue
      - #1">Cost of operations
      - #1">Gross profit
      - #1">General and administrative expenses
      - #1">Changes in fair value of investment properties
      - #1">Results from operating activities
      - #1">Finance income
      - #1">Finance costs
      - #1">Net finance income (costs)
      - #1">Profit before tax
      - #1">Income tax income (expense)
      - #1">Profit for the period
  - #1">Real Estate Portfolio and Investments
  - #1">Overview of Our Properties
    - #1">Investment Properties
    - #1">Assets Classified as Held for Sale
    - #1">Trading properties
  - #1">Maintenance and Capital Expenditures
  - #1">Liquidity and Capital Resources
    - #1">Cash Flows
    - #1">Comparison of the Six-Month Periods Ended June 30, 2020 and June 30, 2019
      - #1">Cash Flows from Operating Activities
      - #1">Cash Flows from Investing Activities
      - #1">Cash Flows from Financing Activities
    - #1">Comparison of the Fiscal Years Ended December 31, 2019 and December 31, 2018
      - #1">Cash Flows from Operating Activities
      - #1">Cash Flows from Investing Activities
      - #1">Cash Flows from Financing Activities
    - #1">Comparison of the Fiscal Years Ended December 31, 2018 and December 31, 2017
      - #1">Cash Flows from Operating Activities
      - #1">Cash Flows from Investing Activities
      - #1">Cash Flows from Financing Activities
    - #1">Liabilities
      - #1">Financial Liabilities
      - #1">Contingent Liabilities
  - #1">Disclosure about Market Risk
    - #1">Credit Risk
      - #1">Cash and cash equivalents
      - #1">Assessment of expected credit losses for individual customers
    - #1">Market Risk
    - #1">Liquidity Risk
  - #1">Critical Accounting Policies
    - #1">Currency Translation
    - #1">Formation Expenses
    - #1">Financial Assets
    - #1">Debtors
    - #1">Derivative Financial Instruments
    - #1">Prepayments
    - #1">Provisions
    - #1">Creditors
    - #1">Net Turnover
    - #1">Interest Income and Expenses
    - #1">Value Adjustments
  - #1">Recent Accounting Pronouncements
    - #1">IFRS 16 (Leases)
    - #1">IFRIC 23 (Uncertainty Over Income Tax Treatments)
    - #1">IFRS 3 (Business Combinations)
    - #1">IAS 1
  - #1">Selected Results of ADLER Real Estate
    - #1">Factors affecting ADLER Real Estates Results of Operations
    - #1">ADLER Real Estates Results of Operations
      - #1">Comparison of the six-month periods ended June 30, 2020 and 2019
        #1">Earnings from property lettings
        #1">Earnings from the sale of properties
        #1">Income from fair value adjustments of investment properties
        #1">Earnings before interest and tax (EBIT)
        #1">Earnings before taxes (EBT)
        #1">Consolidated net profit from continuing operations
      - #1">Comparison of the financial years ended December 31, 2019 and 2018
        #1">Earnings from property lettings
        #1">Earnings from the sale of properties
        #1">Income from fair value adjustments of investment properties
        #1">Earnings before interest and tax (EBIT)
        #1">Earnings before taxes (EBT)
        #1">Consolidated net profit
      - #1">Comparison of the financial years ended December 31, 2018 and 2017
        #1">Earnings from property lettings
        #1">Earnings from the sale of properties
        #1">Income from fair value adjustments of investment properties
        #1">Earnings before interest and tax (EBIT)
        #1">Earnings before taxes (EBT)
        #1">Consolidated net profit
    - #1">ADLER Real Estates significant critical accounting policies
  - #1">Selected Results of Consus Real Estate
    - #1">Factors affecting Consus Real Estates Results of Operations and their Comparability
    - #1">Consus Real Estates Results of Operations
      - #1">Comparison of the six-month periods ended June 30, 2020 and 2019
        #1">Total income
        #1">Overall performance
        #1">EBITDA (Earnings before interest, taxes, depreciation and amortization)
        #1">EBIT (Earnings before interest and taxes)
        #1">EBT (earnings before taxes)
        #1">Consolidated net income
        #1">Total comprehensive income
      - #1">Comparison of the financial years ended December 31, 2019 and 2018
        #1">Total income
        #1">Overall performance
        #1">EBITDA (Earnings before interest, taxes, depreciation and amortization)
        #1">EBIT (Earnings before interest and taxes)
        #1">EBT (earnings before taxes)
        #1">Consolidated net income
        #1">Total comprehensive income
      - #1">Comparison of the financial years ended December 31, 2018 and 2017
        #1">Total income
        #1">Overall performance
        #1">EBITDA (Earnings before interest, taxes, depreciation and amortization)
        #1">EBIT (Earnings before interest and taxes)
        #1">EBT (Earnings before taxes)
        #1">Consolidated net income
        #1">Total comprehensive income
    - #1">Consus Real Estates significant critical accounting policies
      - #1">Revenue recognition
      - #1">Goodwill
      - #1">Investment properties
      - #1">Work-in-progress including acquired land and buildings
      - #1">Contract Assets
      - #1">IFRS 15
- #1">PROFIT FORECAST
  - #1">Guidance of the Funds From Operations (FFO 1) for the Fiscal Year 2020 of the Company
  - #1">FFO 1 Guidance 2020
  - #1">Explanatory Notes to the FFO 1 Guidance 2020
    - #1">Basis of Preparation
    - #1">Factors and Assumptions
      - #1">Factors outside of the Companys influence
        #1">Factor: Legislative and regulatory conditions
        #1">Factor: Demographic developments in the residential real estate industry
        #1">Factor: Changes in interest rates
        #1">Factor: Cost inflation
        #1">Factor: Unforeseeable events such as force majeureŽ
      - #1">Factors that can be influenced by the Company to a limited extent
        #1">Factor: Net rental income
        #1">Factor: Cost of operations
        #1">Factor: General and administrative expenses
        #1">Factor: Finance costs
        #1">Factor: Current income tax expenses
      - #1">Factors that can be influenced by the Company
        #1">Factor: Timing of disposals
  - #1">Other Explanatory Notes
- #1">PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF ADLER GROUP S.A.
  - #1">Introduction
  - #1">Historical financial information
  - #1">Basis for preparation
  - #1">Procedures and assumptions
  - #1">Alignment of the historical financial information of ADOG, ADLER Real Estate and Consus Real Estate
    - #1">Accounting Policy Adjustments for the Pro Forma Consolidated Balance Sheet as of June 30, 2020
      - #1">Consus Real Estate accounting policy adjustments
      - #1">Notes to the Consus Real Estate accounting policy adjustments
        #1">(i) Other intangible assets
        #1">(ii) Investments accounted using equity method
        #1">(iii) Financial assets / contract assets
        #1">(iv) Inventories
        #1">(v) Trade receivables
        #1">(vi) Other assets and other receivables
        #1">(vii) Subscribed capital
        #1">(viii) Capital reserves
        #1">(ix) Other reserves
        #1">(x) Financing liabilities
        #1">(xi) Other liabilities
        #1">(xii) Provisions
        #1">(xiii) Prepayments received and other payables
    - #1">Accounting policy adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
      - #1">ADLER Real Estate accounting policy adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
      - #1">Notes to the ADLER Real Estate presentation adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
        #1">(i) Gross rental income and income from the sale of properties
        #1">(ii) Cost of operations
        #1">(iii) General and administrative expenses and other operating income
        #1">(iv) Net income from at-equity valued investment associates
        #1">(v) Other income and other expenses
      - #1">Consus Real Estate accounting policy adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
      - #1">Notes to the Consus Real Estate presentation adjustments for the Consolidated Statement of Profit or Loss for the six-month period ended June 30, 2020
        #1">(i) Revenue
        #1">(ii) Cost of operations
        #1">(iii) General and administrative expenses
        #1">(iv) Finance costs and finance income
        #1">(v) Finance costs
    - #1">Accounting policy adjustments for the Consolidated Statement of Profit or Loss for the fiscal year ended December 31, 2019
      - #1">ADLER Real Estate Presentation adjustments for the Consolidated Statement of Profit or Loss for the fiscal year ended December 31, 2019
      - #1">Notes to the ADLER Real Estate presentation adjustments for the Statement of Profit or Loss for the fiscal year ended December 31, 2019
        #1">(i) Gross rental income and income from the sale of properties
        #1">(ii) Cost of operations
        #1">(iii) General and administrative expenses and other operating income
        #1">(iv) Net income from at-equity valued investment associates
        #1">(v) Other income and other expenses
      - #1">ADOG (stand-alone) adjustments for the statement of profit or loss for the fiscal year ended December 31, 2019
      - #1">Notes to the ADOG (stand-alone) presentation adjustments for the statement of profit or loss for the fiscal year ended December 31, 2019
        #1">(i) Revenue
        #1">(ii) Profits from investee companies
      - #1">Consus Real Estate accounting policy adjustments for the Consolidated Statement of Profit or Loss for the fiscal year ended December 31, 2019
      - #1">Notes to the Consus Real Estate accounting policy adjustments for Statement of Profit or Loss for the fiscal year ended December 31, 2019
        #1">(i) Revenue
        #1">(ii) Cost of operations
        #1">(iii) General and administrative expenses
        #1">(iv) Changes in fair value of investment properties
        #1">(v) Finance income / finance costs
        #1">Finance costs
  - #1">Pro Forma Consolidated Financial Information as of and for the six-month period ended June 30, 2020
  - #1">Notes to the Pro Forma Consolidated Financial Information as of and for the six-month period ended June 30, 2020
    - #1">Reversal of Purchase Price Allocation of the Company
    - #1">Transaction costs related to the Merger
    - #1">Refinancing of Merger
    - #1">Refinancing of ADOG Debt
    - #1">Transaction costs related to the Business Combination and the Rights Offering
    - #1">Refinancing in connection with the Business Combination
    - #1">Corporate Bond
    - #1">Transaction costs related to the Acquisition
    - #1">Pre-Exiting Relationship
    - #1">Treasury Shares
    - #1">Consus Offer
    - #1">IAS 2 to IAS 40 adjustment
    - #1">Purchase price allocation in relation to the Acquisition
    - #1">Disposal of development projects in Consus Real Estate
    - #1">Exercise of Consus Call/Put-Option and Loss on Consus Investment
    - #1">Intercompany elimination
    - #1">Rights Offering
    - #1">Share Capital
    - #1">Share premium
    - #1">Retained earnings
    - #1">Other payables
    - #1">Finance costs
    - #1">Earnings per share
  - #1">Pro Forma Consolidated Financial Information for the fiscal year ended December 31, 2019
  - #1">Notes to the Pro Forma Consolidated Financial Information for the fiscal year ended December 31, 2019
    - #1">Sale of partnership interest in Glasmacherviertel GmbH & Co. KG (Project Gerresheim)
    - #1">Transaction costs related to the Merger
    - #1">Refinancing of the Merger
    - #1">Refinancing of ADOG Debt
    - #1">Share purchase agreement with GEWOBAG Wohnungsbau-Aktiengesellschaft Berlin
    - #1">Transaction costs related to the Business Combination and the Rights Offering
    - #1">Refinancing in connection with the Business Combination
    - #1">Intercompany eliminations
    - #1">Disposal of development projects in Consus Real Estate
    - #1">Elimination of Consus Call/Put-Option Agreement
    - #1">Corporate Bond
    - #1">Finance costs
    - #1">Earnings per share
  - #1">Auditors report on the Pro Forma Consolidated Financial Information
- #1">DESCRIPTION OF THE TRANSACTIONS
  - #1">Business Combination with ADLER Real Estate
    - #1">Description of the ADLER Real Estate Group
    - #1">Business Combination Agreement
    - #1">ADLER Offer
    - #1">Reasons for the Business Combination
  - #1">Acquisition of Consus Real Estate
    - #1">Share Purchase
    - #1">Strategic Cooperation
    - #1">Call Option Exercise
    - #1">Consus Offer
    - #1">Reasons for the Consus Real Estate Acquisition
  - #1">Description of the Consus Group
    - #1">Business of the Consus Group
    - #1">Portfolio of the Consus Group
      - #1">Build-to-Hold Landbank Portfolio
      - #1">Property development business with institutional purchasers
      - #1">Vertical Villages
      - #1">Quarter development
      - #1">Condominium sales
      - #1">Yielding assets
    - #1">Material Agreements of the Consus Group
      - #1">Acquisitions and divestments
        #1">Acquisition of shares in Consus Swiss Finance AG, SG Development GmbH and Wilhelmstraße I GmbH
        #1">Acquisition of shares in CG and integration of CG
        #1">Acquisition of remaining interest in Consus RE from Gröner Group GmbH
        #1">Share purchase agreement between Consus RE and various CG companies
        #1">Share purchase agreement between various subsidiaries of Consus Real Estate and Ajos RE 1 GmbH, Ajos RE 2 GmbH and Taurecon Invest X. GmbH
      - #1">Material Financing Agreements of the Consus Group
        #1">Consus 2024 Senior Secured Notes
        #1">Consus 2022 Convertible Bonds
        #1">Financing of the Consus Groups development projects and other financing arrangements
- #1">MARKETS AND COMPETITION
  - #1">The German Real Estate Market … Overview and Market Drivers
    - #1">Macroeconomic and Demographic Drivers Affecting the German Real Estate Market
      - #1">GDP Growth (in %)
      - #1">Employment
      - #1">Unemployment rate in Germany (in %)
      - #1">Consumer Price Development
      - #1">Population Growth to Continue
      - #1">Increase in the Number of Households
      - #1">Urban Population and Immigration Trends
      - #1">Household Debt and Low Interest Rates
  - #1">German Residential Real Estate Market
    - #1">Residential Loans
    - #1">Number of Transactions
    - #1">Property Prices Evolution
    - #1">House Price Affordability
    - #1">Steady Rental Price Growth
    - #1">Mortgage Rates
    - #1">LTV Ratio
    - #1">Overview of Residential Real Estate…Top 9 Cities
      - #1">Population
      - #1">Building Permits and Supply & Demand
      - #1">Rental Price Development
      - #1">Impact of Legislative or Regulatory Measures
  - #1">Berlin Macroeconomic Situation, Demographic Drivers and Residential Real Estate Market
    - #1">Berlin Macroeconomic Situation and Demographic Drivers
    - #1">Berlin Residential Real Estate Market
    - #1">Impact of Legislative and Regulatory Measures of the Berlin Senate
  - #1">The German Homebuilding Market
    - #1">Building Permits
    - #1">Residential Real Estate Stock
    - #1">Transaction Volumes on the Residential Real Estate Investment Market in Germany
    - #1">Development of Rental Expenses
    - #1">German Property Prices in Relation to Other Major Western European Markets
    - #1">Overall Supply Constraints
    - #1">Total Home Sales in Country Over Time
    - #1">Access to Funding for Construction of Real Estate Properties
    - #1">Stock of New Homes
    - #1">Building Permits and Completed Housing Units in Germany
  - #1">Competition
- #1">BUSINESS
  - #1">Overview
  - #1">Recent History of the Group
  - #1">Competitive Strengths
    - #1">We are a top-tier residential real estate platform with a high quality portfolio that is diversified across core locations in Germany.
    - #1">We benefit from an efficient, fully integrated, scalable in-house real estate portfolio management platform, led by an experienced management team and focused on growth and value creation.
    - #1">We are committed to tenant satisfaction through our business approach.
    - #1">We expect to benefit from Consus Real Estates market leading development platform.
    - #1">We have a solid balance sheet structure with a conservative target LTV-Ratio and long-term maturity profile at low funding costs.
  - #1">Strategy
    - #1">With the Consus Real Estate Acquisition, we intend to leverage Consus Real Estates strengths as a leading German real estate developer.
    - #1">Our strategy is focused on creating the fourth largest European listed integrated residential real estate platform combining a GAV of approximately 14.0 billion.
    - #1">We will leverage operational and financial synergies to be realized from streamlined operations and financial discipline.
    - #1">We continue to focus on increasing rents through active asset management and targeted investments to modernize, refurbish and re-position our properties.
    - #1">We plan to continue to realize value by converting properties into condominiums and selling them at prices exceeding the current fair value of the properties.
  - #1">Property Portfolio
    - #1">Overview
    - #1">Residential Portfolio
      - #1">Overview
      - #1">Geographical distribution
      - #1">Top locations
      - #1">Average size of apartments
      - #1">Average rent and vacancy rate
      - #1">Public Subsidies
    - #1">Commercial portfolio
    - #1">Property Development
    - #1">Like-for-Like Rental Growth
  - #1">Business Operations
    - #1">Overview
    - #1">Business Model
    - #1">Asset and Portfolio Management
    - #1">Property and Facility Management
    - #1">Construction Management
    - #1">Acquisitions and Financing; Divestments
  - #1">Corporate Information
    - #1">Human Resources and Employees
      - #1">Employees
      - #1">Pension and Incentive Plans
    - #1">Financial Management
    - #1">Information Technology
    - #1">Intellectual Property, Trademarks and Domains
    - #1">Insurance Coverage
    - #1">Governmental, Legal, Arbitration or Similar Proceedings
      - #1">Proceedings related to ADLER Real Estates capacity as an indirect shareholder of conwert Immobilien Invest SE
      - #1">Proceeding related to ADLER Real Estates acquisition of a stake in BCP
  - #1">Material Agreements
    - #1">Call/Put-Option Agreement
    - #1">Purchase Agreements and Letters of Intent
      - #1">Holsten Quartier Letter of Intent
      - #1">Acquisition of the Airportpark Schönefeld Nord
      - #1">Joint Venture Acquisition
      - #1">Apollo Joint Venture Transactions
      - #1">Acquisition of majority stake in Brack Capital Properties N.V.
      - #1">Acquisition of the Angerburger Allee Portfolio
      - #1">Acquisition of the Nox II Portfolio
      - #1">Acquisition of Project Riverside
      - #1">Acquisition of the Compass Portfolio
      - #1">Acquisition of the Asgard Portfolio
      - #1">Acquisition of the Nox I Portfolio
      - #1">Acquisition of the Wilhelm II Portfolio
    - #1">Sale Agreements
      - #1">Sale Agreement with Peach Property
      - #1">Sale Agreement with Gewobag
      - #1">Sale regarding the Glasmacherviertel
      - #1">Sale of BCPs retail portfolio
      - #1">Sale to the Caesar Joint Venture
      - #1">Sale of shares in ACCENTRO
    - #1">Bridge Facility Agreement
      - #1">Overview
      - #1">Maturity Dates
      - #1">Interest and Fees
      - #1">Guarantors and Security
      - #1">Prepayments
      - #1">Covenants
      - #1">Events of default
    - #1">Other Financing
      - #1">ADO 2025 Notes
      - #1">ADLER 2023 Notes
      - #1">ADLER 2021 Notes
      - #1">ADO 2024 Notes
      - #1">ADO 2023 Convertible Bonds
      - #1">ADLER 2021 Convertible Bonds
      - #1">Debentures issued by Brack Capital Properties N.V.
        #1">Brack Series B Debentures
        #1">Brack Series C Debentures
      - #1">General Agreement (Commercial Paper Programme)
      - #1">2018 Revolving Facility Agreement with Barclays Bank PLC, ABN AMRO Bank N.V., BNP Paribas S.A., Niederlassung Deutschland and Société Générale S.A., Frankfurt Branch
      - #1">2020 Loan Agreement with Landesbank Baden-Württemberg
      - #1">2020 Loan Agreement with LBBW
      - #1">2019 Loan Agreement with DZ HYP
      - #1">2019 Loan Agreement with Deutsche Kreditbank AG
      - #1">2019 Loan Agreement with DKB
      - #1">2017 Loan Agreement with DZ HYP
      - #1">2017 Loan Agreement with Natixis
      - #1">2017 Loan Agreement with Berlin-Hannoversche Hypothekenbank AG
      - #1">2016 Loan Agreement with Helaba
      - #1">2016 Loan Agreement with Berlin-Hannoversche Hypothekenbank AG
      - #1">2016 Loan Agreement with Berliner Sparkasse
      - #1">2015 Loan Agreement with LBBW
      - #1">2014 Loan Agreement with LBBW
    - #1">Domination Agreements
- #1">REGULATORY ENVIRONMENT
  - #1">Restrictions due to German Tenancy Law
    - #1">Written Form Requirements
    - #1">Statutory Limits on Rent Increases
    - #1">Owners Repair and Maintenance Obligations and Modernizations Measures
    - #1">Statutory Protection of the Tenant Against Termination and Eviction
    - #1">Statutory Restrictions on the Sale of Residential Space
    - #1">Statutory Restrictions on the Change of Use of Residential Properties
    - #1">Statutory Restrictions on the Conversion of Rental Apartments into Condominiums
    - #1">Requirement for Energy Certificates and Energy Conservation Measures
    - #1">Requirement for electromobility infrastructure
    - #1">Requirement for Legionella Testing and Potential Remediation Measures
    - #1">Requirement to Install and to Maintain Smoke Detectors
  - #1">Current Developments in German Tenancy Law
    - #1">Rent Cap (Mietpreisbremse) and Brokers Fees
    - #1">Rent Freeze (Mietendeckel)
    - #1">Expropriation of Residential Real Estate
  - #1">Restrictions Applicable to Subsidized Housing
    - #1">General Overview
    - #1">Effects of Public Subsidies
    - #1">Applicable Laws and Regulations
    - #1">Forms of Public Subsidies; Subsidy Notification and Loan Agreement
    - #1">Sale and Transfer of Subsidized Properties
  - #1">Further Restrictions on the Use of Properties under Private and Public Law
    - #1">Restrictions Arising Out of Easements in the Land Register
    - #1">Public Easements
  - #1">Construction and Planning
    - #1">General
    - #1">Planning Law
    - #1">Building Law
    - #1">Protection of Existing Buildings
    - #1">Restrictions for Properties Affected by Monument Protection and/or Special Urban Planning Legislation
    - #1">Construction and Property Development Contracts
      - #1">Applicable Provisions of the BGB
      - #1">German Real Estate Agent and Commercial Contractor Regulation (Makler- und Bauträgerverordnung)
  - #1">Liability for Environmental Contamination
    - #1">Environmental Liability Under Public Law
      - #1">Soil Contamination
      - #1">Groundwater Contamination
      - #1">Asbestos
      - #1">Pentachlorophenol (PCPŽ), Lindane, Dichlorodiphenyltrichloroethane (DDTŽ), and Polychlorinated Biphenyl (PCBŽ)
      - #1">War Ordnance
    - #1">Environmental Liability Under Civil Law
    - #1">Restitution rights and transfer approval
- #1">SHAREHOLDER STRUCTURE
- #1">GENERAL INFORMATION ON THE COMPANY AND THE ADLER GROUP
  - #1">Formation and Incorporation, History and Development
  - #1">Legal and Commercial Name, Address and LEI
  - #1">Corporate Purpose, Registered Office, Fiscal Year and Duration
  - #1">Group Structure
  - #1">The Companys Subsidiaries
  - #1">Statutory Auditor
- #1">DESCRIPTION OF THE GOVERNING BODIES OF THE COMPANY
  - #1">Overview
  - #1">Board of Directors
    - #1">Duties of a Director under Luxembourg Law
    - #1">Power and Duties of the Board of Directors
    - #1">Representation Towards Third Parties
    - #1">Composition of the Board of Directors
    - #1">Directorships Held by Members of the Board of Directors
    - #1">Compensation and Shareholdings of Members of the Board of Directors
  - #1">Committees
    - #1">Audit Committee
    - #1">Nomination and Compensation Committee
    - #1">Investment and Financing Committee
    - #1">Ad Hoc Committee
  - #1">Senior Management of the ADLER Group
    - #1">Directorships Held by Members of the Senior Management of the ADLER Group
    - #1">Compensation and Shareholdings of the Senior Management of the Company and its Subsidiaries
    - #1">Short-Term Incentive Program (STI)
    - #1">Long-Term Incentive Program (LTI)
  - #1">Certain Information on the Members of the Board of Directors, Audit Committee, Nomination and Compensation Committee, Investment and Financing Committee, Ad Hoc Committee and the Senior Management of the ADLER Group
  - #1">Conflicts of Interest
  - #1">General Meeting
    - #1">Convening of General Meetings (other than the Annual General Meeting) and Location
    - #1">Chairman, Quorum and Majority
  - #1">Annual General Meeting
  - #1">Corporate Governance
- #1">CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
- #1">TAXATION
- #1">SUBSCRIPTION AND SALE OF THE NOTES
  - #1">Subscription4F
  - #1">Selling Restrictions
    - #1">General
    - #1">United States of America
    - #1">European Economic Area and United Kingdom
    - #1">United Kingdom
    - #1">Republic of Singapore ("Singapore")
- #1">GENERAL INFORMATION
  - #1">Authorization and Issue Date5F
  - #1">Use of Proceeds
  - #1">Delivery of Notes
  - #1">Costs and Expenses Relating to the Purchase of Notes
  - #1">Listing and Admission to Trading of the Notes
  - #1">Listing Expenses
  - #1">Clearing Systems and Security Codes
  - #1">Ratings of the Notes and the Issuer
  - #1">Indication of Yield
  - #1">Appraisers
  - #1">Sources of Market Data
  - #1">Documents Available
- #1">INCORPORATION BY REFERENCE
- #290">VALUATION REPORTS
- #1">RECENT DEVELOPMENTS AND OUTLOOK
  - #1">Recent Developments
  - #1">Outlook
- (1) 20200924 CBRE CR ADO 2020Q2 LuxBond II v1.pdf
  - #294">1 Basis of Valuation
    - #294">1.1 Preamble
    - #294">1.2 Instruction
    - #294">1.3 Purpose of Valuation
    - #294">1.4 Addressees
    - #294">1.5 Publication
    - #294">1.6 Date of Valuation
    - #294">1.7 Subject Assets
    - #295">1.8 Tenure
      - #295">1.8.1 Freehold
      - #295">1.8.2 Heritable Building Right/ Ground Lease (Erbbaurecht)
    - #295">1.9 Compliance with Valuation Standards
    - #295">1.10 Capital Values
    - #296">1.11 Currency
    - #296">1.12 Documents and Information provided
    - #296">1.13 Deleterious Material etc.
    - #296">1.14 Site Conditions
    - #296">1.15 Environmental Contamination
    - #298">1.16 Legal Requirements / Consents and Authorisation for the Use of the Property
    - #299">1.17 Taxes, Contributions, Charges
    - #299">1.18 Insurance Policy
    - #299">1.19 Town Planning and Road Proposals
    - #299">1.20 Statements by Public Officials
    - #299">1.21 Assumptions regarding the Future
    - #299">1.22 Tenants
    - #299">1.23 Pending Litigation, Legal Restrictions (Easements on Real Estate, Rent Regulation etc.)
    - #299">1.24 Verification
    - #300">1.25 Conflict of Interest
    - #300">1.26 Assignment of Rights
    - #300">1.27 Place of Performance and Jurisdiction
  - #301">2 Asset Holdings
    - #301">2.1 Geographic Allocation
    - #301">2.2 Fair Value (EUR) by Location
    - #302">2.3 Fair Value per Lettable Area (EUR per sq m) by Location
    - #303">2.4 Total Lettable Area (sq m) by Location
    - #303">2.5 Current Gross Rental Income (EUR p.a.) by Location
    - #304">2.6 Vacancy Rate by Location
    - #305">2.7 Lettable Area by Period of Construction
    - #305">2.8 Portfolio Breakdown
  - #306">3 Explanation of Valuation
    - #306">3.1 Inspections
    - #306">3.2 Method of Valuation
      - #306">3.2.1 Discounted Cash Flow (DCF)
      - #306">3.2.2 Rental Values
      - #306">3.2.3 Berlin Rental Freeze Law
    - #307">3.3 General Valuation Assumptions
      - #307">3.3.1 The Properties
      - #307">3.3.2 Repair and Condition
      - #308">3.3.3 Floor Areas
      - #308">3.3.4 Title, Tenure, Planning and Lettings
      - #308">3.3.5 Infrastructure and Services
      - #308">3.3.6 Taxes, Insurance
      - #308">3.3.7 Purchasers Costs
    - #309">3.4 Valuation Parameters
      - #309">3.4.1 Non-Recoverable Management Costs
      - #309">3.4.2 Non-recoverable Costs for regular Maintenance
      - #309">3.4.3 Non-recoverable Costs for Tenant Improvements
      - #310">3.4.4 Non-recoverable Service Charges on vacant Space
      - #310">3.4.5 Void Period for currently vacant Space/ Future Void Periods on Re-Letting
      - #310">3.4.6 Deferred Maintenance Costs (structural Costs)
      - #310">3.4.7 Structural Vacancy
      - #310">3.4.8 Fluctuation Rate
      - #311">3.4.9 Credit Loss
      - #311">3.4.10 Inflation and Rental Growth
      - #311">3.4.11 Selection of Discount Rate and Capitalization Rate
      - #313">3.4.12 Market Rent
      - #313">3.4.13 Hereditary Building Right/ Ground Lease
      - #314">3.4.14 Public Subsidies
      - #314">3.4.15 Listed Buildings
      - #315">3.4.16 Land Register Section II
      - #315">3.4.17 Public Land Charges
      - #316">3.4.18 Other Influences
  - #317">4 Valuation conclusions
  - #318">5 Valuation Key Definitions
- (2) 20200924 CBRE CR Adler Westg. 2020Q2 LuxBond II v1.pdf
  - #323">1 Basis of Valuation
    - #323">1.1 Instruction
    - #323">1.2 Purpose of Valuation
    - #323">1.3 Addressees
    - #323">1.4 Publication
    - #323">1.5 Date of Valuation
    - #323">1.6 Subject Assets
    - #324">1.7 Tenure
      - #324">1.7.1 Freehold
      - #324">1.7.2 Heritable Building Right/ Ground Lease (Erbbaurecht)
    - #324">1.8 Compliance with Valuation Standards
    - #324">1.9 Capital Values
    - #325">1.10 Currency
    - #325">1.11 Documents and Information provided
    - #325">1.12 Deleterious Material etc.
    - #325">1.13 Site Conditions
    - #325">1.14 Environmental Contamination
    - #326">1.15 Legal Requirements / Consents and Authorisation for the Use of the Property
    - #326">1.16 Taxes, Contributions, Charges
    - #326">1.17 Insurance Policy
    - #326">1.18 Town Planning and Road Proposals
    - #326">1.19 Statements by Public Officials
    - #326">1.20 Assumptions regarding the Future
    - #326">1.21 Tenants
    - #326">1.22 Pending Litigation, Legal Restrictions (Easements on Real Estate, Rent Regulation etc.)
    - #327">1.23 Verification
    - #327">1.24 Conflict of Interest
    - #327">1.25 Assignment of Rights
    - #327">1.26 Place of Performance and Jurisdiction
  - #328">2 Asset Holdings
    - #328">2.1 Geographic Allocation
    - #329">2.2 Fair Value (EUR) by top 7 locations
    - #329">2.3 Fair Value per Lettable Area (EUR per sq m) by top 7 locations
    - #330">2.4 Total Lettable Area (sq m) by top 7 locations
    - #330">2.5 Current Gross Rental Income (EUR p.a.) by top 7 locations
    - #331">2.6 Vacancy Rate by top 7 locations
    - #332">2.7 Lettable Area by Period of Construction
  - #333">3 Explanation of Valuation
    - #333">3.1 Inspections
    - #333">3.2 Method of Valuation
      - #333">3.2.1 Discounted Cash Flow (DCF)
      - #334">3.2.2 Rental Values
      - #334">3.2.3 Berlin Rental Freeze Law
    - #335">3.3 General Valuation Assumptions
      - #335">3.3.1 The Properties
      - #335">3.3.2 Repair and Condition
      - #335">3.3.3 Floor Areas
      - #335">3.3.4 Title, Tenure, Planning and Lettings
      - #336">3.3.5 Infrastructure and Services
      - #336">3.3.6 Taxes, Insurance
      - #336">3.3.7 Purchasers Costs
    - #337">3.4 Valuation Parameters
      - #337">3.4.1 Non-Recoverable Management Costs
      - #337">3.4.2 Non-recoverable Costs for regular Maintenance
      - #337">3.4.3 Non-recoverable Costs for Tenant Improvements
      - #338">3.4.4 Non-recoverable Service Charges on vacant Space
      - #338">3.4.5 Void Period for currently vacant Space/ Future Void Periods on Re-Letting
      - #339">3.4.6 Deferred Maintenance Costs (structural Costs)
      - #339">3.4.7 Structural Vacancy
      - #339">3.4.8 Fluctuation Rate
      - #339">3.4.9 Credit Loss
      - #340">3.4.10 Inflation and Rental Growth
      - #340">3.4.11 Selection of Discount Rate and Capitalization Rate
      - #341">3.4.12 Market Rent
      - #342">3.4.13 Hereditary Building Right/ Ground Lease
      - #345">3.4.14 Public Subsidies
      - #346">3.4.15 Listed Buildings
      - #350">3.4.16 Land Register Section II
      - #352">3.4.17 Public Land Charges
      - #352">3.4.18 Other influences
  - #354">4 Valuation conclusions
  - #355">5 Valuation Key Definitions
- (2a) 2020-09-24 CVR_ADLER_Bonds II_Draft.pdf
  - #358">1. Assignment
    - #358">1.1. Principal
    - #358">1.2. Addresses
    - #360">1.3. Contractor
    - #360">1.4. Subject of Valuation
    - #360">1.5. Scope of Work and Purpose of Valuation
    - #360">1.5.1. Scope of Work
    - #362">1.5.2. Purpose of Valuation
    - #362">1.6. Valuation Methodology
    - #363">1.7. Date of Valuation
    - #363">1.8. Qualification
    - #363">1.9. Independence and Objectivity
    - #364">1.10. Service Delimitation
    - #364">1.10.1. Collection and Evaluation of Information
    - #364">1.10.2. Measurement
    - #364">1.10.3. Structural Defects and Damages
    - #365">1.10.4. Pests and Contaminants
    - #365">1.10.5. Subsoil
    - #365">1.10.6. Building Law
    - #366">1.10.7. Taxes, Public Charges and Financial Charges
  - #367">2. Portfolio Analysis
    - #367">2.1. Portfolio Composition
    - #367">2.2. Ownership
    - #367">2.3. Geographical Distribution
  - #368">3. Valuation Results
    - #368">3.1. Definition of Market Value
    - #368">3.2. Market Value
  - #370">Annex A Overview of key information of the properties
- (3) 20200924 CBRE CR BCP 2020Q2 LuxBond II v1.pdf
  - #375">1 Basis of Valuation
    - #375">1.1 Instruction
    - #375">1.2 Purpose of Valuation
    - #375">1.3 Addressees
    - #375">1.4 Publication
    - #375">1.5 Date of Valuation
    - #375">1.6 Subject Assets
    - #376">1.7 Tenure
      - #376">1.7.1 Freehold
      - #376">1.7.2 Heritable Building Right / Ground Lease (Erbbaurecht)
    - #376">1.8 Compliance with Valuation Standards
    - #376">1.9 Capital Values
    - #376">1.10 Currency
    - #377">1.11 Documents and Information provided
    - #377">1.12 Deleterious Material etc.
    - #377">1.13 Site Conditions
    - #377">1.14 Environmental Contamination
    - #378">1.15 Legal Requirements / Consents and Authorisation for the Use of the Property
    - #378">1.16 Taxes, Contributions, Charges
    - #378">1.17 Insurance Policy
    - #378">1.18 Town Planning and Road Proposals
    - #378">1.19 Statements by Public Officials
    - #378">1.20 Assumptions regarding the Future
    - #378">1.21 Tenants
    - #378">1.22 Pending Litigation, Legal Restrictions (Easements on Real Estate, Rent Regulation etc.)
    - #379">1.23 Verification
    - #379">1.24 Conflict of Interest
    - #379">1.25 Assignment of Rights
    - #379">1.26 Place of Performance and Jurisdiction
  - #380">2 Asset Holdings
    - #380">2.1 Geographic Allocation
    - #381">2.2 Fair Value (EUR) by top 7 locations
    - #381">2.3 Fair Value per Lettable Area (EUR per sq m) by top 7 locations
    - #382">2.4 Total Lettable Area (sq m) by top 7 locations
    - #382">2.5 Current Gross Rental Income (EUR p.a.) by top 7 locations
    - #383">2.6 Vacancy Rate by top 7 locations
    - #384">2.7 Lettable Area by Period of Construction
  - #385">3 Explanation of Valuation
    - #385">3.1 Inspections
    - #385">3.2 Method of Valuation
      - #385">3.2.1 Discounted Cash Flow (DCF)
      - #386">3.2.2 Rental Values
    - #386">3.3 General Valuation Assumptions
      - #386">3.3.1 The Properties
      - #386">3.3.2 Repair and Condition
      - #387">3.3.3 Floor Areas
      - #387">3.3.4 Title, Tenure, Planning and Lettings
      - #387">3.3.5 Infrastructure and Services
      - #387">3.3.6 Taxes, Insurance
      - #387">3.3.7 Purchasers Costs
    - #388">3.4 Valuation Parameters
      - #388">3.4.1 Non-Recoverable Management Costs
      - #388">3.4.2 Non-recoverable Costs for regular Maintenance
      - #388">3.4.3 Non-recoverable Costs for Tenant Improvements
      - #389">3.4.4 Non-recoverable Service Charges on vacant Space
      - #389">3.4.5 Void Period for currently vacant Space/ Future Void Periods on Re-Letting
      - #389">3.4.6 Deferred Maintenance Costs (structural Costs)
      - #389">3.4.7 Structural Vacancy
      - #390">3.4.8 Fluctuation Rate
      - #390">3.4.9 Credit Loss
      - #390">3.4.10 Inflation and Rental Growth
      - #390">3.4.11 Selection of Discount Rate and Capitalization Rate
      - #392">3.4.12 Market Rent
      - #392">3.4.13 Hereditary Building Right/ Ground Lease
      - #392">3.4.14 Public Subsidies
      - #393">3.4.15 Listed Buildings
      - #395">3.4.16 Land Register Section II
      - #395">3.4.17 Public Land Charges
      - #395">3.4.18 Other influences
  - #396">4 Valuation conclusions
  - #397">5 Valuation Key Definitions
- (4) 2020-09-24 CVR_ADO Properties_Bonds II_Draft.pdf
  - #400">1. Assignment
    - #400">1.1. Principal
    - #400">1.2. Addresses
    - #402">1.3. Contractor
    - #402">1.4. Subject of Valuation
    - #402">1.5. Scope of Work and Purpose of Valuation
    - #402">1.5.1. Scope of Work
    - #404">1.5.2. Purpose of Valuation
    - #405">1.6. Valuation Methodology
    - #405">1.6.1. Existing Properties
    - #405">1.6.2. Development Properties
    - #406">1.7. Date of Valuation
    - #406">1.8. Qualification
    - #407">1.9. Independence and Objectivity
    - #407">1.10. Service Delimitation
    - #407">1.10.1. Collection and Evaluation of Information
    - #409">1.10.2. Measurement
    - #409">1.10.3. Structural Defects and Damages
    - #409">1.10.4. Pests and Contaminants
    - #409">1.10.5. Subsoil
    - #410">1.10.6. Building Law
    - #411">1.10.7. Taxes, Public Charges and Financial Charges
  - #412">2. Portfolio Analysis
    - #412">2.1. Portfolio Composition
    - #412">2.2. Geographical Distribution
    - #412">2.3. Property Descriptions
  - #423">3. Valuation Results
    - #423">3.1. Definition of Market Value
    - #423">3.2. Market Value
  - #425">Annex A Overview of key information of the properties