Slides
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FY 2024 29 April 2025 Results presentation
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2 Content Bizetstr. 1 / Gürtelstr. 4, Berlin 1 Macro Environment & Milestones 2024 2 Disposal Update 3 Q4 2024 Highlights 4 Portfolio & Operational Performance 5 Financial Update 6 Guidance and Concluding Remarks 7 Appendix
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3 1 Macro Environment & Milestones 2024
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4 With global uncertainties persisting, the volatile market environment of the real estate sector has not yet stabilised Macro Environment 1 | Macro Environment & Milestones 2024 Global uncertainties • Geopolitical risks with effects on Germany: Ukraine War, trade conflict etc. • Fiscal initiatives in Europe to address military and infrastructure needs • Further development of bond yields and interest rates remains uncertain • Yielding assets: Value declines have stopped and prices have further stabilised • Project developments: Values still under pressure due to continuously rising construction costsAsset price development • Transaction activity has picked up, long-term oriented strategic investors expected to return to the marketMarket & transactions German politics • Agenda of the new government-elect • Potential regulation of the real estate sector (e.g. rental brake, energetic modernization, new built) • Growing supply/demand imbalance in German housing likely to persist, particularly in Berlin
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5 Adler Group has made significant progress in stabilising its position for the years to come Milestones 2024 1 | Macro Environment & Milestones 2024 • Equity position significantly improved • Financial maturities extended to 2028 and beyond and partly refinanced in early 2025 • Sufficient liquidity for the years to come • Subsequent publication of the audited annual reports 2022 and 2023 with unqualified opinion • Publication of the 2024 audited annual report within the regulatory timeframe • Value creation focus on our Berlin-based rental portfolio comprising c. 18,000 units • Value-preserving disposal strategy for both yielding and development assets • Transformation of Adler Group into a more effective and efficient platform Adler recapitalised Audit completed Strategy aligned • New appointments of the Senior Management and Board of Directors following the significant milestones reached in 2024 Senior Management and Board of Directors recomposed • Significant disposals announced and completed, both yielding and project development assets • Yielding portfolio now fully focussed on BerlinTransactions launched
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6 2 Disposal Update
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7 Following the completion of the disposals of BCP and the NRW portfolio, Adler Group has made significant progress to partially redeem its 1L New Money Facility Disposal Update 2 | Disposal Update Sale of stake in BCP Sale of NRW portfolio Development projects ➢ Following the recent transactions, the company’s holdback of disposal proceeds (max. amount of €250m) is currently filled with €230m and we expect the holdback to be fully filled from the proceeds of the remaining 10.1% of the NRW portfolio Other yielding assets
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8 3 Q4 2024 Highlights
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9 While the yielding asset valuations have stabilised, valuation of project developments remain negatively affected by continuously rising construction costs Q4 2024 Highlights 3 | Q4 2024 Highlights General note: Portfolio performance excluding both BCP and NRW “Cosmopolitan portfolio”, as both were classified as held for sale 1. Only taking into account development projects that are part of the portfolio as per Dec-2024 and were not signed for sale PORTFOLIO PERFORMANCE FINANCIAL OVERVIEW ◼ 1.8% like-for-like (l-f-l) rental growth on a year-on-year basis driven by indexation on current rental contracts and reletting activities ◼ Avg. residential rent increased significantly to €8.29/sqm/month as per Dec- 2024, following the disposal of the NRW portfolio ◼ Vacancy remained at low levels of 1.3% ◼ Like-for-like rental portfolio revaluation of +0.04% in H2 2024, following (2.2%) in H1 2024 ◼ Like-for-like development portfolio devaluation of (18.7%) in H2 20241, following (5.9%) in H1 2024 ◼ Lower FY 2024 net rental income and negative FFO 1 due to the decreased size of the portfolio and increased interest expenses (mainly non-cash PIK interest) ◼ NRI: €208m (within FY 2024 guidance) ◼ Adj. EBITDA Rental: €112m ◼ Adj. EBITDA Total: €81m ◼ FFO 1: (€112m) or (€0.74) / share ◼ Group’s total equity position amounts to €1.6bn ◼ LTV stands at 72.7% ◼ Cash position of €247m
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10 4 Portfolio & Operational Performance
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11 Berlin-anchored Yielding Asset Portfolio Number of rental units General note: Excluding both BCP and the NRW-based “Cosmopolitan portfolio”, as both were classified as held for sale 1. Comprises 17,709 units in Berlin and 220 units in other locations which are earmarked for sale; 2. Includes current locations with at least 100 rental units; 3. The transaction had been announced on 23 Dec-2024 and was concluded via a share deal in which a tranche of 89.9% was sold in a first step with effect from 28 Feb-2025 – corresponding units were classified as held for sale as per 31 Dec-2024 4.1 3.5 Dec-23 (0.0) Disposals (0.1) Revaluation Sep-24 (0.6) Disposals 0.0 Revaluation Dec-24 4.2 Gross asset value (GAV) in €bn Residential portfolio as per Dec-20242 BERLIN €3.5bn GAV 17,709 units Duisburg Berlin Essen Dortmund Düsseldorf Oberhausen Following the disposal of the North Rhine-Westphalia-based portfolio, the portfolio size decreased to c. 17,900 units, almost entirely located in Berlin 2,472 2,822 GAV in €/sqm 2,423 NRW portfolio sold3 24,935 Dec-23 (108) Disposals Sep-24 (6,884) Disposal NRW portfolio3 (122) Further disposals Dec-24 25,043 17,9291 4 | Portfolio & Operational Performance
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12 Like-for-like fair value development until FY 2024 (%) General note: Historic numbers as reported, i.e. not adjusted for disposals 1. Following Velero/KKR completion; 2. Without NRW-based “Cosmopolitan portfolio”; 3. Calculated as annualised monthly in-place rent divided by the fair value at the reporting date; Dec-23 as reported, including the NRW-based “Cosmopolitan portfolio” Devaluation has come to an end – H2 2024 with first positive result of +0.04% Portfolio Revaluation in FY 2024 Rental yield (%)3 4 | Portfolio & Operational Performance Dec-23 Dec-24 3.7% 3.5%10.1% (1.9%) (12.8%) (2.2%) FY 20211 FY 2022 FY 2023 FY 20242 H1 20242: (2.22%) H2 20242: 0.04%
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13 Average rent (€/sqm/month) Like-for-like rental growth (%)2 General notes: KPIs presented on this page include ground level commercial units and exclude units under renovation and development projects; historic numbers as reported, i.e. not adjusted for disposals; numbers as per Dec-24 excluding both BCP and the NRW-based “Cosmopolitan portfolio”, as both are classified as held for sale 1. Dec-2024 figure excluding 220 non-Berlin units which are earmarked for sale; Operational vacancy excludes unavailable units, i.e., units under refurbishment and decommissioned units; Total vacancy rate amounting to 2.4% as per Dec-2024; 2. Like-for-like rental growth calculated on a year-on-year basis; 3. Units that are vacant now but were rented out last year; 4. Units that are rented out now but were vacant last year; 5. Units that are rented out now as well as last year, but to a different tenant; 6. Total Consumer price index (CPI)-linked leases amount to 32.6% based on total rental units and 34.1% based on NRI Increase in average rent per square meter largely driven by the disposal of the NRW “Cosmopolitan portfolio” with a lower-than-average rent Operational Performance 7.60 8.29 Dec-23 Dec-24 5.1% 1.8% Dec-23 Dec-24 Detailed breakdown of the like-for-like rental growth as per Dec-2024 (%) 1.8%1.7% New Vacancy3 0.4% 1.2% Vacancy reduction4 0.2% 0.1% Re-letting5 Rent increase6 Total rental growth (1.8%) 1.6% 0.3% CAPEXWithout CAPEX Operational vacancy rate(%)1 1.1% 1.3% Dec-23 Dec-24 4 | Portfolio & Operational Performance €8.11 like-for-like rent (i.e., adjusted for disposals)
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5 Financial Update
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15 GAV excl. BCP (€bn)1 Comments General note: Rounding errors may occur 1. Based on externally appraised values, may slightly differ from IFRS accounting values; 2. Excludes disposals that are either signed, closed or handed-over as per Dec-2024 Development of GAV in Q4 2024 5 | Financial Update 1 Following the public announcement in Dec-2024 to sell the NRW- based “Cosmopolitan portfolio”, corresponding units were classified into assets held for sale as per Dec-2024. In addition to that, c. 100 rental units and several condominium units based in Berlin and Eastern Germany were sold in several smaller transactions 1 2 In the fourth quarter 2024, the project developments Düsseldorf Grand Central and CologneApart VauVau were sold. Also, the forward sale project Bundesallee was completed and handed over. The sales contract of the Offenbach-based Kaiserlei project was cancelled and the project consequently added back to the GAV 2 Portfolio GAV primarily impacted by the disposal of the NRW “Cosmopolitan portfolio” and the further devaluation of development projects 3 During the fourth quarter, a minor positive result was realised as part of the semi-annual revaluation process of the yielding portfolio, translating into a slight like-for-like increase of 0.04%, compared to prior values 3 Thereof: €0.8bn Consus €0.2bn ADLER RE Thereof: €3.0bn Adler Group €0.5bn ADLER RE Thereof: €1.2bn Consus €0.2bn ADLER RE Thereof: €3.0bn Adler Group €1.1bn ADLER RE 4.1 3.5 1.4 Sep-24 (0.6) Disposals yielding assets (0.1) Disposals development projects 0.0 Revaluation yielding assets (0.2) Revaluation development projects 1.02 Dec-24 5.5 4.6 Development projects Yielding portfolio 4 For the development projects, on a like-for-like basis, valuations decreased by (18.7%) compared to Q3 2024 figures, primarily driven by the continued price increases of construction cost 4
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16 1L New Money Facility ◼ Refinancing completed on 28 Jan-2025 (€1,178m volume) ◼ PIK interest reduced from 12.5% to 8.25% p.a. plus a 1% OID with no call protection ◼ Maturity date (Dec-2028) as well as all other terms remain unchanged 1.5L Notes ◼ Refinancing completed on 18 Feb-2025 (€717m volume) ◼ PIK interest reduced from 14.0% to 10.0% p.a. plus a 0.75% OID with a non-call protection in year 1 and a 1% call premium in year 2 (thereafter to be called at par) ◼ Maturity date (Dec-2029) as well as all other terms remain unchanged 1L and 1.5L REFINANCINGS1 With the refinancings of the 1L and 1.5L facilities completed in early 2025, Adler Group is reducing its cost of debt and saving approx. €134m interest costs over the expected remaining lifetime of both the 1L and 1.5L Financing Update 5 | Financial Update ◼ Partial redemption of the 1L New Money Facility in the total amount of €236m following the completed disposals of BCP and the NRW “Cosmopolitan” portfolio ◼ Repayment of c. €220m secured loans in course of the completed disposal of the NRW- based “Cosmopolitan portfolio” in Feb-2025 ◼ Completed prolongation of a €345m secured bank loan originally due in Jun-2025 to Q4 2028. The loan is provided by a German bank, financing certain of Adler's property companies in Berlin ◼ Completed prolongation of a €48m secured bank loan originally due in Jan-2026 to Q4 2028. The loan is provided by a German bank, financing certain of Adler's property companies in Berlin DEBT REPAYMENTS AND PROLONGATIONS1 1. Effective in Q1 2025 ◼ Option to refinance the €300m Adler RE 2026 bond with a tap under the 1st lien New Money Facility ◼ Further remaining 2026 bank maturities in the volume of €49m are under discussion regarding prolongation with the respective lenders UPCOMING MATURITIES
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17 Total nominal interest-bearing debt (€m)1 4,177 LTV2 72.7% Fixed / hedged debt 99.8% Weighted average cost of debt 8.4% Weighted average maturity (years) 3.7 Issuer credit rating S&P B- (stable outlook) 1L New Money Facility rating S&P B+ 1.5L Notes / Adler RE 2026 bond ratings S&P CCC+ Reinstated 2L Notes3 rating S&P CCC General notes: Not including the Perpetual Notes as they are treated as equity under IFRS; does not include BCP; S&P ratings as per date of this presentation 1. Excluding payment-in-kind (PIK) interest; 2. The LTV differs from the bond covenant LTV; 3. Excl. Perpetual Notes Due to reduced refinancing risks, S&P has revised its outlook on Adler Group to stable Overview of Debt KPIs as per Dec-2024 Debt KPIs as per Dec-2024 Sources of funding 31.1% 68.9% 31.1% 7.2% 28.9% 16.1% 16.8% Secured bank debt ADLER Real Estate bond - 1L 1L Notes 1.5L Notes Reinstated 2L Notes3 Bank debt Corporate bonds 5 | Financial Update
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18 348 91 672 122 264 416 59 2025 2026 2027 2028 2029 2030 2031 564 1,621 759 Overview of debt maturities1 as per Dec-2024 (€m) Comments Adler Group’s 2025 maturities are completely addressed; remaining 2026 maturities now in focus Debt Maturity Schedule % of total debt maturingBank debt Corporate bonds General notes: Rounding errors may occur; not including the Perpetual Notes as they are treated as equity under IFRS; does not include BCP 1. Figures based on nominal values as per 31 Dec-2024, not including accrued payment-in-kind (PIK) interest; 2. This does not affect the maturity of the Adler RE SSNs and BCP Secured bonds ◼ As of today, all 2025 maturities have been resolved through either prolongations or repayments; the Group has no further financial debt falling due in 2025 700 Reinstated 2L Notes 1,205 1L New Money Facility 1.5L Adler RE SSNs 300 5 | Financial Update ◼ The New Money documentation includes a possibility to tap the 1L facility in an amount of up to €300m to refinance the Adler RE 2026 Notes 8% 14% 2% 39% 16% 18% 3% €345m prolonged until 2028; €2m repaid €51m prolonged until 2028; €164m repaid ◼ A volume of €49m of secured bank debt due in 2026 remains to be prolongated 264
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19 LTV evolution (%) “One-off“ effects relating to the disposals of BCP and the “Cosmopolitan portfolio” and asset revaluations had a negative impact on the LTV Loan to value (LTV) – Development in Q4 2024 General notes: The LTV differs from the bond covenant LTV; the LTV is based on the current EPRA best practice recommendation guidelines, though the Perpetual Notes that were issued in Sep-2024 as part of the recapitalization of the Company are not classified as Hybrids, i.e. debt because these instruments are accounted for equity in the balance sheet according to IFRS 97.6% 62.6% 72.7% 4.2% 2.7% 1.4% 0.5% 0.5% 0.9% Dec-23 Sep-24 BCP and Cosmopolitan transactions Revaluation Interest expenses CAPEX Restructuring expenses Other Dec-24 5 | Financial Update Comments ◼ In Q4 2024, provisions for impending losses relating to the ongoing disposals of BCP and the “Cosmopolitan portfolio” were recognised 1 1 2 ◼ The revaluation of the total real estate portfolio per the end of Q4 2024 includes both yielding assets and development assets as well as the assets owned by BCP 2 ◼ Interest expenses for Q4 2024 include both paid and accrued amounts 3 3
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20 Cash position (€m) The decrease in cash was driven by “one-off“ tax payments following the portfolio disposal to Velero/KKR in 2022 and non-recurring restructuring costs following the comprehensive recapitalisation completed in Sep -2024 Development of Cash Position – Changes during Q4 2024 5 | Financial Update 363 247 15 Net cash interest paid 9 Yielding asset disposals (4) Development asset disposals Sep-24 (29) Restructuring costs (6) Bank loan repayments Dec-24 (6) Operating cash flow (11) Net cash flow from forward sales (7) Net cash flow from other development projects (9) Yielding capex (66) Tax expenses 9 Other (e.g. litigation) (10) Other non- opertional 1. Restricted cash mainly includes deposits for guarantees, short-term CAPEX and rolling interest reserves related to associatedfinancing 181 111
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21 6 Guidance and Concluding Remarks
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22 Full-year 2025 guidance Concluding remarks Net rental income (€m) €127-135m 1. Following the disposal completed on 2 Jan-2025, BCP is no longer fully consolidated in FY 2025; 2. Net rental income includeduntil the date of disposal on 28 Feb-2025 in the amount of €5.5m Following larger portfolio disposals, Adler Group is transforming into a more efficient and streamlined platform with focus on the attractive Berlin rental market 6 | Guidance & Concluding Remarks Post the successful disposals of Adler’s 62.8% stake in BCP and the NRW-based “Cosmopolitan portfolio” focus on the residential portfolio with 17,900 units centred in Berlin, an attractive market with strong fundamentals and substantial embedded potential Devaluation cycle of yielding assets has come to an end – H2 2024 with first positive result In order to fully concentrate on the rental business, it remains the key priority to dispose of all upfront sale development projects and to complete and hand over the few remaining forward sale projects, both until 2026 Sound capital structure following the completed comprehensive recapitalisation in Sep-2024 With the refinancings of the 1L and 1.5L facilities completed in early 2025, savings of approx. €134m interest costs over the expected remaining lifetime of both the 1L and 1.5L No remaining debt maturities in 2025 following significant prolongations and repayments in early 2025 – remaining 2026 maturities now in focus Unqualified audit opinion on the consolidated financial statements and the annual accounts 2024 Guidance and Concluding Remarks 208 FY 2024 (49) BCP disposal1 (28) Cosmopolitan disposal2 (3) Other sales 4 Rental growth FY 2025E 127-135
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23 Q&A
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24 Appendix 25-26 Portfolio & Operational Performance 27-32 Financials 33-34 Debt Overview 35-36 Development Projects 37-38 Corporate Governance 39 Corporate Agenda
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25 16.1 18.9 FY 2023 FY 2024 29 32 11 15 FY 2023 FY 2024 39 47 CAPEX and maintenance (€m) Maintenance expense (€/sqm) General note: Excluding BCP, as it is classified as asset held for sale Yielding Asset Portfolio – CAPEX and Maintenance Appendix CAPEX invested (€/sqm) 6.0 8.6 FY 2023 FY 2024 Maintenance CAPEX
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26 1. As appraised by CBRE as per Dec-2024; condo units and units that have been sold but not yet transferred are included but not revalued as per Dec-2024; 2. As appraised by NAI Apollo as per Dec-2024, including projects sold but not yet transferred. Please note that the externally appraised values may slightly differ from IFRS accounting values Portfolio Breakdown of Standing Assets and Developments Appendix Yielding portfolio per city1 Development projects per city2 # City Value (€m) Value (%) 1 Berlin 3,482 2 Other cities 8 Total 3,490 100.0% # City Value (€m) Value (%) 1 Berlin 351 2 Frankfurt / Offenbach 156 3 Hamburg 140 4 Stuttgart 138 5 Düsseldorf 124 6 Dresden 106 7 Köln 41 8 Leipzig 39 9 München 35 Total 1,130 100.0% 31.1 13.8 12.4 12.2 10.9 9.4 3.6 3.4 3.1 0.2 99.8
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27 In €m FY 2024 FY 2023 Net rental income 208 210 Income from facility services and recharged utilities costs 103 105 Income from property development 23 28 Other revenue 59 103 Revenue 392 445 Costs of operations (323) (443) Gross profit 69 2 General and administrative expenses (155) (154) Other expenses (355) (208) Other income 43 68 Changes in fair value of investment properties (483) (1,173) Results from operating activities (881) (1,464) Net finance income / (expenses) 1,671 (497) Net result from investments in associated companies (0) (5) Net tax income / (expenses) 3 156 Profit (loss) for the period 793 (1,810) P&L statement 1. Including impairments or the addition/release of provisions for contingent losses Profit and Loss Statement Net finance income - in €m FY 2024 Finance income 2,122 thereof derecognition of financial instruments 2,076 thereof other 45 Finance cost (451) thereof other finance costs (68) thereof interest expenses (383) thereof accrued (321) thereof payable (75) thereof amortization 14 Net finance income 1,671 Comments ▪ Compared to FY 2023, net rental income slightly decreased due to the lack of rental income following the disposal of the “Wasserstadt” portfolio in Aug-2023, and the Hamm portfolio by BCP in Dec-2023. The decrease was partly compensated by rent increases realised on the remaining portfolio ▪ Income from property development includes income from both forward and condominium sales. Other revenue mainly includes the completed upfront sale of “Leipzig FourLiving VauVau” and “Düsseldorf UpperNord Quarter” ▪ Costs of operations include costs of utilities recharged (€100m), costs of property development (€86m), cost of real estate inventories disposed of (€38m), salaries and other expenses (€22m) and costs of property operations and maintenance (€22m). The decrease compared to the prior year is mainly due to lower costs in property development following completed sales. A total amount of €96m is considered as non-recurring as it refers largely to valuation adjustments of development projects held in inventory ▪ General and administrative expenses include professional services (€51m), salaries and related expenses (€38m), impairment loss on trade receivables (€22m) and office, communication and IT expenses (€13m). Excluding non-recurring items1, G&A expenses would be €71m lower ▪ Other expenses includes non-recurring items such as the provisions for impending losses due to the sale of BCP (€183m) and Cosmopolitan (€62m) as well as one-off legal and consulting fees (€82m) ▪ Other income mainly relates to the derecognition of liabilities, income from prior periods and minor effects from deconsolidation of subsidiaries ▪ Changes in the fair value of investment properties include the revaluation results relating to all real estate assets accounted for under investment properties, including BCP ▪ Net finance income is broken down in the adjacent table. The income from the derecognition of financial instruments of €2,076m refers to the conversion of the 2L perpetual notes into equity 1 2 3 4 5 6 7 1 4 3 6 5 2 8 Appendix 2 8 7
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28 In €m FY 2024 FY 2023 Net rental income 208 210 Income from facility services and recharged utilities costs 103 105 Income from rental activities 310 315 Costs from rental activities (136) (134) Net operating income (NOI) from rental activities 175 181 Overhead costs from rental activities (63) (71) Adj. EBITDA Rental1 112 110 FFO 1 net interest expenses (210) (135) Current income taxes (7) (9) Interest of minority shareholders (7) (7) FFO 1 (from rental activities) (112) (43) No. of shares2 152 141 FFO 1 per share (0.74) (0.30) Adj. EBITDA Rental and FFO 1 calculation 1. Adj. EBITDA Rental is calculated by deducting the overhead costs from net operating income and used as a proxy to assess the recurring earnings potential of the letting business; 2. The number of shares is calculated as weighted average for the reported period Appendix Adj. EBITDA Rental and FFO 1 Comments ▪ Income from rental activities decreased slightly as a result of asset disposals in 2023 ▪ Costs from rental activities include costs of utilities recharged in the amount of €100m as well as salaries and other expenses of €22m ▪ Overhead costs from rental activities slightly decreased and include primarily legal, accounting and other professional services of €22m, salaries and related expenses of €19m and office and IT expenses of €9m ▪ Compared to FY 2023, FFO 1 net interest expenses increased significantly due to the 1L New Money Facility with a PIK interest of 12.5% that was largely allocated to the rental portfolio, having become effective in Apr-2023 and was further upsized in Sep-2024 as part of the comprehensive recapitalisation. Furthermore, FFO 1 net interest expenses were also impacted by the placement of the €191m PIK 1.5L notes on 9 Oct-2023. The total PIK interest amount included in FFO 1 amounts to €188m 1 2 3 1 2 3 4 4
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29 Adj. EBITDA Total and FFO 2 calculation 1. The number of shares is calculated as weighted average for the reported period Adj. EBITDA Total and FFO 2 Appendix In €m FY 2024 FY 2023 Income from rental activities 310 315 Income from property development 23 28 Income from other services 15 10 Income from real estate inventory disposed of 43 92 Income from sale of trading properties 1 2 Revenue 392 445 Cost from rental activities (136) (134) Other operational costs from development and privatisation sales (91) (193) Net operating income (NOI) 165 119 Overhead costs from rental activities (63) (71) Overhead costs from development and privatisation sales (22) (27) Adj. EBITDA Total 81 21 FFO 2 net interest expenses (360) (277) Current income taxes (25) (19) Interest of minority shareholders (7) (7) FFO 2 (311) (283) No. of shares1 152 141 FFO 2 per share (2.05) (2.00) Comments ▪ Income from property development includes revenue recognition from forward sales and condo sales. The position is smaller than last year due to the cancellation of the forward sale contract with the buyer of the project “Leipzig Ostforum”. Currently, this project is in a remarketing phase ▪ Income from real estate inventory disposed of includes the upfront sale of “Leipzig FourLiving VauVau” which was completed in Q2 2024 as well as the sale of UpperNord Quarter which was completed in Q4 2024 ▪ The significant decrease in other operational costs from development and privatisation sales was mainly due to the cancellation of the forward sale contract with the buyer of the project “Leipzig Ostforum” and the reversal of the associated costs as well as lower costs associated with development projects due to the reduced pipeline of projects ▪ Compared to FY 2023, FFO 2 net interest expenses increased significantly due to the 1L New Money Facility with a PIK interest of 12.5% as well as the 2.75% PIK interest step-up on the Adler Group S.A. bonds, all of which became effective in Apr-2023 and which were further upsized in Sep-2024 as part of the comprehensive recapitalisation. The total PIK interest amount included in FFO 2 amounts to €320m 1 1 2 4 3 3 4 2
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30 In €m Dec-24 Dec-23 Investment properties including advances 3,964 4,911 Other non-current assets 178 274 Non-current assets 4,141 5,185 Cash and cash equivalents 247 377 Inventories 411 515 Other current assets 199 251 Current assets 857 1,144 Non-current assets held for sale 1,888 1,388 Total assets 6,887 7,717 Interest-bearing debt 3,535 6,051 Other liabilities 588 702 Deferred tax liabilities 262 347 Liabilities classified as held for sale 937 575 Total liabilities 5,322 7,674 Total equity attributable to owners of the Company 1,327 (229) Non-controlling interests 238 271 Total equity 1,565 42 Total equity and liabilities 6,887 7,717 Balance sheet Comments Balance Sheet Appendix ▪ The decrease in investment properties was mainly due to the negative revaluation of yielding assets (€227m) and development assets (€256m) and the disposal of the NRW-based “Cosmopolitan portfolio” which was reclassified into non-current assets held for sale following the announcement of the transaction on 23 Dec-2024 ▪ Other non-current assets include other financial assets of €107m (mainly comprising loans against non-controlling shareholders of subsidiaries), right-of-use assets of €27m, property and equipment of €14m and restricted bank deposits of €11m ▪ Inventories primarily include upfront sale projects and the land value of forward sale projects ▪ Other current assets include other receivables (€91), trade receivables (€46m), restricted bank deposits (€34m) and contract assets (€20m) ▪ Non-current assets held for sale mainly relate to BCP and the NRW-based “Cosmopolitan portfolio” ▪ The composition of interest-bearing debt is presented in more detail on page 33 of this presentation. This balance sheet position does not contain debts held at BCP level and debt associated with the NRW portfolio, as they are shown separately as liabilities held for sale ▪ Other liabilities include provisions of €332m mainly relating to impending losses due to the sale of BCP (€183m) and the “Cosmopolitan portfolio” (€62m), other current payables (€149m) including income tax payables of €68m, and trade payables (€63m) ▪ Following the completion of the comprehensive recapitalisation in Sep-2024, the Group’s total equity was significantly strengthened in FY 2024. The main factor was that income from the derecognition of financial instruments of €2,088m was realised, referring to the conversion of the 2L perpetual notes into equity 1 2 3 4 5 6 7 8 1 2 4 3 6 7 6 8 5
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31 ▪ The main objective of the LTV metric is to provide clarity on and assess the gearing of the shareholder equity within a real estate company ▪ Non-controlling interests have been adjusted for the interest of minority shareholders in the Adler RE’s subsidiary BCP1 ▪ Net payables to be used when payables are greater than receivables, and net receivables to be used when receivables are greater than payables ▪ As of 31 Dec-2024, the Company’s combined LTV amounts to 72.7% Proportionate consolidation In €m Group as reported Share of joint ventures Share of material associates Non-controlling interests1 Combined Borrowings from financial institutions 3,007 – – – 3,007 Commercial paper – – – – – Bond loans 528 – – – 528 Foreign currency derivatives – – – – – Net payables 1,277 – – (248) 1,029 Owner-occupied property – – – – – Current accounts – – – – – Cash and cash equivalents (247) – – – (247) Net Debt 4,565 – – (248) 4,317 Owner-occupied property – – – – – Investment properties at fair value 3,964 – – – 3,964 Properties held for sale 2,299 – – (430) 1,870 Properties under development – – – – – Intangibles – – – – – Net receivables – – – – – Financial assets 107 – – – 107 Total property value 6,370 – – (430) 5,940 LTV 71.7% 72.7% LTV calculation as of Dec-2024 LTV – Methodology Appendix General note: LTV differs from the bond covenant LTV 1. Non-controlling interests are only adjusted for minority shareholders in the Company’s subsidiary BCP for reasons of materiality, thus any other minority shareholders are not considered due to their insignificancy Comments 1 2 1 2 1
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32 In €m Dec-24 Dec-23 Borrowings from Financial Institutions 3,007 2,259 Bond loans 528 3,791 Net payables 1,029 645 Cash and cash equivalents (247) (377) Net Debt 4,317 6,319 Investment properties at fair value 3,964 4,911 Properties held for sale 1,870 1,454 Financial assets 107 112 Total Property Value 5,940 6,477 LTV 72.7% 97.6% LTV LTV – Overview Appendix Comments 1 Total interest-bearing debt of €3,535m significantly decreased compared to the Dec-2023 value of €6,051m mainly due the fact that c. €2.3bn of the 2L Notes were converted into Perpetual Notes with terms consistent with equity classification under IFRS, as part of the comprehensive recapitalisation completed in Sep-2024 4 As of 31 Dec-2024, the Company’s combined LTV amounts to 72.7%. The significant decrease compared to the prior period is mainly due to the comprehensive recapitalisation completed in Sep- 2024, thereby fundamentally changing the capital structure of Adler Group according to IFRS 1 1 4 3 3 Financial assets mainly relate to loans to non-controlling shareholders as well as investments in debt securities 2 Net payables are defined in accordance with EPRA and include non-current liabilities held for sale of €937m, amongst others 2
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33 Breakdown of Debt Maturities per Dec-2024 Appendix General note: Does not include BCP 1. Includes the €95m nominal facility made available to Consus as stated in the Amended and Restated New Money Facilities Agreement; 2. In the consolidated Adler Group balance sheet as per 31 Dec-2024, total interest- bearing debt amounts to €3,535m as an amount of c. €200m bank debt was classified under liabilities held for sale because it is associated with the NRW-based “Cosmopolitan portfolio” that was announced to be sold on 23 Dec-2024; 3. Nominal interest rate for totals and subtotals is calculated by using day count convention, based on act/360, and might therefore differ from the nominal interest of the individual debt instruments Nominal amount (€m) IFRS (€m) Maturity Nominal interest rate ADLER Real Estate Bonds SSNs 2018/26 300 296 27 Apr-26 3.00% Total 300 296 1.6 years 3.00%3 Adler Group Bonds 1L New Money Facility1 1,205 1,226 31 Dec-28 12.50% 1.5L 556 567 31 Dec-29 14.00% 1.5L 117 112 31 Dec-29 4.25% Reinstated 2L Notes 700 232 14 Jan-30 6.25% Total 2,578 2,137 4.5 years 11.40%3 Bank debt 1,299 1,3012 2.6 years 3.54% Total interest-bearing debt 4,177 3,7342 3.7 years 8.37%3 Refinanced in Jan-25; PIK interest reduced to 8.25% Refinanced in Feb-25; PIK interest reduced to 10.00%
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34 ADLER Real Estate GmbH – Capital structure In €m Amount O/S Maturity Interest In €m Amount O/S Maturity Interest In €m Amount O/S Maturity Interest Bank loan #1 2 Jan-25 Bank loan #1 345 Jun-25 Bank loan #2 9 Mar-26 Bank loan #2 48 Jan-26 Bank loan #3 164 Jun-26 Bank loan #3 2 Jun-26 Bank loan #4 21 Jun-26 Bank loan #4 2 Nov-26 Other bank debt 112 Var. Other bank debt 595 Var. Total bank debt 308 6.25% Total bank debt 0 Total bank debt 991 2.69% ARE Notes due '26 300 Apr-26 1L New Money Facility1 95 1L New Money Facility1 1,110 Dec-28 1.5L 556 Dec-29 1.5L 117 Dec-29 Reinstated 2L Notes 700 Jan-30 Total bonds 300 Total bonds 95 Total bonds 2,483 Total nominal debt 608 Total nominal debt 95 Total nominal debt 3,474 Adler Group S.A. (standalone) – Capital structure Capital Structure (excl. Intercompany Loans) per Dec-2024 Consus Real Estate AG – Capital structure ADLER Real Estate GmbH – Maturity Profile2 Adler Group S.A. (standalone) – Maturity Profile2Consus Real Estate AG – Maturity Profile2 95 2025 2026 2027 2028 2029 2030 2031 345 70 91 353 672 97 1,110 700 2025 2026 2027 2028 2029 36 2030 2031 1,463 736 Bank debt Bonds 2 194 63 23 26 300 2025 2026 2027 2028 2029 2030 2031 494 Appendix General note: Does not include BCP 1. €95m facility made available to Consus as stated in the Amended and Restated New Money Facilities Agreement; 2. Based on contractual maturity profile, excluding amortization Repaid in Jan-25 Repaid in Feb-25 Prolonged until Oct-28 Refinanced in Feb-25 Refinanced in Jan-25
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35 OTHER €697 GAV7 Upfront Sale Projects Appendix # Project name Entity City Zoning Building permit Construc. started Land plot (k sqm) Area (k sqm) Actual CAPEX 12M 20241 (€m) Budget CAPEX FY 20251 (€m) 1 CologneApart2 Consus Köln ✓ ✓ ✓ 11 23 2 1 2 Grand Central3 Consus Düsseldorf ✓ ✓ 34 76 1 0 3 Eurohaus4 ADLER RE Frankfurt ✓ 14 27 0 0 4 UpperNord Tower and Office5 Consus Düsseldorf ✓ ✓ ✓ 5 20 3 5 5 Offenbach project6 ADLER RE Offenbach ✓ ✓ ✓ 32 88 1 3 6 COL III (Windmühlenquartier) Consus Köln 7 24 0 0 7 Holsten Quartier Consus Hamburg 87 158 1 3 8 The Wilhelm Consus Berlin ✓ ✓ ✓ 4 19 5 9 9 VAI Campus Stuttgart-Vaihingen Consus Stuttgart 195 181 1 1 10 Schönefeld Nord Residential & Commercial ADLER RE Berlin 316 187 0 0 11 Steglitzer Kreisel Tower Consus Berlin ✓ ✓ ✓ 5 24 7 9 12 Steglitzer Kreisel Parkdeck + Sockel Consus Berlin ✓ 13 49 3 3 13 Benrather Gärten Consus Düsseldorf 148 131 0 0 14 SLT 107 Schwabenlandtower Consus Stuttgart ✓ ✓ ✓ 8 16 1 1 15 Covent Garden Consus München 18 26 0 0 16 Hufewiesen (Trachau) ADLER RE Dresden 23 – 0 0 Total 919 1,051 25 37 General note: Status of projects as per the publication date of FY 2024 results 1. Actual CAPEX spent during FY 2024 and CAPEX budget for FY 2025; 2. Signed in Q4 2024 and closed in Q2 2025; 3. Signed in Q4 2024, expected closing in Q2 2025; 4. Signed in Q1 2025, expected closing in Q2 2025; 5. Signed in Q2 2025, expected closing by year-end 2025; 6. The sales contract was cancelled in Q4 2024 and the project is in exclusivity with another potential investor; 7. Based on Q4 2024 appraisal valuations EXCLUSIVITY PROJECT DISPOSALS SIGNED
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36 Forward Sale and Condominium Projects Appendix # Project name Project category Entity City Expected year of completion Zoning Building permit Construc. started Land plot (k sqm) Area (k sqm) GAV1 (€m) GDV1 (€m) Actual CAPEX 12M 20242 (€m) Budget CAPEX FY 20252 (€m) 1 Quartier Hoym Forward sale Consus Dresden 2025 ✓ ✓ ✓ 9 28 101 124 27 7 2 Ostforum3 Forward sale Consus Leipzig 2026 ✓ ✓ ✓ 9 18 39 72 19 36 3 Westend Ensemble - Grand Ouest - LEA A Condominium Consus Frankfurt 2026 ✓ ✓ ✓ 14 9 62 92 28 27 Total 32 55 201 288 73 70 General note: Status of projects as per the publication date of FY 2024 results 1. Based on Q4 2024 appraisal valuation reports; 2. Actual CAPEX spent during FY 2024 and company’s CAPEX forecast for FY 2025; 3. The project is currently in the remarketing phase 2 of 3 sections completed and transferred to buyer
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37 Senior Management Dr. Karl Reinitzhuber Chief Executive Officer Member of the Board2 Chairman of the Ad Hoc Committee2 Composition of the Board and Senior Management1 Corporate Governance – Composition of the Board and Senior Management Appendix Thilo Schmid Member of the Board Chairman of the Audit Committee Member of the Nomination & Compensation Committee Sven-Christian Frank Chief Legal Officer Member of the Ad Hoc Committee Thorsten Arsan Chief Financial Officer Member of the Board Member of the Ad Hoc Committee Stefan Brendgen Chairman of the Board Chairman of the Nomination & Compensation Committee Member of the Audit Committee Matthias Moser Member of the Board Member of the Audit Committee Member of the Nomination & Compensation Committee 1. As per date of this presentation; 2. Appointed by way of co-optation, effective as of 1 Dec-2024 Paul Copley Member of the Board Member of the Audit Committee Member of the Nomination & Compensation Committee Jan Duken Chief Operating Officer
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38 Adler Group shareholder composition1 Corporate Governance – Shareholder and Voting Securities Composition 15.9% 84.1% Vonovia Free Float Appendix 1. Based on c.151.6m voting rights attached to the share capital (ISIN LU1250154413); according to the official notifications received from the shareholders; based on the German stock exchange’s definition, the free float refers to shares that are not owned by major shareholders holding more than 5% of the total shares 2. Based on c.454.9m voting rights attached to the voting securities (parts bénéficiaires; ISIN LU2900363131); according to the official notifications received from the holders of voting securities (parts bénéficiaires) 3. Based on c.606.5m total voting rights attached to both the share capital and the voting securities (parts bénéficiaires); according to the official notifications received from the shareholders and holders of voting securities (parts bénéficiaires) Adler Group composition of total voting rights3 18.0% 10.0% 9.0% 6.5% 52.6% PIMCO Taconic Capital Advisors Sculptor Capital Management Arini Capital Management Other Vonovia 4.0% Adler Group holder of voting securities composition2 24.0% 12.3% 11.1% 8.7% 44.0% PIMCO Taconic Capital Advisors Sculptor Capital ManagementArini Capital Management Other 151.6m voting rights 454.9m voting rights 606.5m voting rights General Note: As part of the comprehensive recapitalisation completed in Sep-2024, holders of the Investor Notes received new voting securities that represent 75% of the voting rights in Adler Group S.A. (but 0% of the distribution rights). Common shares to represent 25% of the voting rights in Adler Group S.A. and 100% of the distribution rights.
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39 Adler Group S.A. financial calendar 2025 13 May 2025 German Spring Conference 2025, Equity Forum, Frankfurt 27 May 2025 Publication Q1 2025 Results 25 June 2025 Annual General Meeting 2025 28 August 2025 Publication Q2 2025 Results 27 November 2025 Publication Q3 2025 Results Corporate Agenda Appendix Online Financial Calendarwww.adler-group.com Online Financial Calendar www.adler-group.com Imprint Adler Group S.A. 55 Allée Scheffer 2520 Luxembourg Grand Duchy of Luxembourg investorrelations@adler-group.com www.adler-group.com Gun Vardhan Gupta IR Manager g.gupta@adler-group.com Investor relations contacts Julian Mahlert Head of IR & PR j.mahlert@adler-group.com
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Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. This presentation (“Presentation”) was prepared by ADLER Group S.A. (“ADLER”) solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of ADLER Group. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future. This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of ADLER Group, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of ADLER Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Presentation is not an advertisement and not a prospectus for purposes of Regulation (EU) 2017/1129. Any offer of securities of ADLER Group will be made by means of a prospectus or offering memorandum that will contain detailed information about ADLER Group and its management as well as risk factors and financial statements. Any person considering the purchase of any securities of ADLER Group must inform itself independently based solely on such prospectus or offering memorandum (including any supplement thereto). This Presentation is being made available solely for informational purposes and is not to be used as a basis for an investment decision in securities of ADLER Group. Certain statements in this Presentation are forward-looking statements. These statements may be identified by words such as “expectation”, “belief”, “estimate”, “plan”, “target” or “forecast” and similar expressions, or by their context. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions affecting the industry, intense competition in the markets in which ADLER Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting ADLER Group’ markets, and other factors beyond the control of ADLER Group). Neither ADLER Group nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No undue reliance shall be placed on forward- looking statements, which speak of the date of this Presentation. Statements contained in this Presentation regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. No obligation is assumed to update any forward-looking statements. This document contains certain financial measures (including forward-looking measures) that are not calculated in accordance with IFRS and are therefore considered “non-IFRS financial measures”. Such non-IFRS financial measures used by ADLER Group are presented to enhance an understanding of ADLER Group's results of operations, financial position or cash flows calculated in accordance with IFRS, but not to replace such financial information. A number of these non-IFRS financial measures are also commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of other companies with which ADLER Group competes. These non-IFRS financial measures should not be considered in isolation as a measure of ADLER Group’s profitability or liquidity, and should be considered in addition to, rather than as a substitute for, net income and the other income or cash flow data prepared in accordance with IFRS. In particular, there are material limitations associated with the use of non-IFRS financial measures, including the limitations inherent in determination of each of the relevant adjustments. The non-IFRS financial measures used by ADLER Group may differ from, and not be comparable to, similarly-titled measures used by other companies. Certain numerical data, financial information and market data (including percentages) in this Presentation have been rounded according to established commercial standards. Furthermore, in tables and charts, these rounded figures may not add up exactly to the totals contained in the respective tables and charts. Accordingly, neither ADLER Group nor any of its directors, officers, employees or advisors, nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the Presentation or of the views given or implied. Neither ADLER Group nor any of its respective directors, officers, employees or advisors nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection there-with. It should be noted that certain financial information relating to ADLER Group contained in this document has not been audited and in some cases is based on management information and estimates. This Presentation is intended to provide a general overview of ADLER Group’ business and does not purport to include all aspects and details regarding ADLER Group. This Presentation is furnished solely for informational purposes, should not be treated as giving investment advice and may not be printed or otherwise copied or distributed. Subject to limited exceptions described below, the information contained in this Presentation is not to be viewed from nor for publication or distribution in nor taken or transmitted into the United States of America (“United States”), Australia, Canada or Japan and does not constitute an offer of securities for sale in any of these jurisdictions. Any securities offered by ADLER Group have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and such securities may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. This Presentation does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Presentation does not constitute investment, legal, accounting, regulatory, taxation or other advice.