DGAP-News: ADO Properties S.A.: ADO Properties and ADLER Real Estate take further steps towards integration

ADO Properties and ADLER Real Estate take further steps towards integration

- ADO decided to initiate a Domination Agreement with ADLER - compensation offer for remaining minority shareholders of ADLER to follow at finalization

- Maximilian Rienecker has been appointed as new member of ADO's board of directors

Luxembourg, 28 April 2020 - ADO Properties S.A. ("ADO") decided today to initiate a Domination Agreement between ADO, as controlling entity, and ADLER Real Estate Aktiengesellschaft ("ADLER"), as controlled entity ("Domination Agreement"). The conclusion of the Domination Agreement is subject to further steps. Those include among others the receipt of the IDW S1 valuation and alignment with the management board of ADLER whether a Domination Agreement, which would also require the approval of ADLER's annual general meeting, should actually be concluded. The agreement will facilitate the integration of ADO and ADLER following the successful business combination; upon conclusion of the Domination Agreement, ADO receives a formal right to issue instructions to ADLER.

As at the close of its voluntary public takeover offer for ADLER, ADO held 91.93% (94.15% incl. treasury shares) of ADLER's share capital. Upon potential conclusion of the Domination Agreement, a compensation offer for the remaining minority shareholders of ADLER will be made. Minority shareholders will have the option to either swap their ADLER shares for ADO shares or retain their shares in ADLER and receive an annual compensation payment. The companies will determine the final settlement scheme and the annual compensation payment under the Domination Agreement in accordance with legal requirements and based upon a company valuation.

Furthermore, Maximilian Rienecker has today been appointed, by way of co-optation, as new member of ADO's board of directors with a term until the next annual general meeting which is expected to take place in Q3 2020. Mr. Rienecker is the Co-CEO of ADO and will join the board of directors as an Executive Director. At the same time, Florian Sitta has resigned from his position on the ADO board of directors and handed over his responsibilities and duties with immediate effect. The remaining members of the board of directors thank Mr. Sitta for his commitment and support of ADO.