ADO Properties S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel der europaweiten Verbreitung

DGAP Stimmrechtsmitteilung: ADO Properties S.A.

ADO Properties S.A.: Veröffentlichung gemäß § 40 Abs. 1 WpHG mit dem Ziel

der europaweiten Verbreitung

06.07.2020 / 21:29

Veröffentlichung einer Stimmrechtsmitteilung übermittelt durch DGAP - ein

Service der EQS Group AG.

Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.

ANNEX A: Standard form for notification of major holdings

Form to be used for the purposes of notifying a change in major

holdings pursuant to the amended law and Grand-ducal Regulation of 11

January 2008 on transparency requirements for issuers (referred to as

'the Transparency Law' and 'the Transparency Regulation')

NOTIFICATION OF MAJOR

HOLDINGS (to be sent to

the relevant issuer and to

the CSSF)i

1. Identity of the issuer

or the underlying issuer

of existing shares to

which voting rights are

attachedii:

ADO Properties S.A. 1B

Heienhaff, L-1736

Senningerberg, Luxembourg;

LEI: 391200OYYFJ3DWAMEC69

2. Reason for the

notification (please tick

the appropriate box or

boxes): X An acquisition

or disposal of voting

rights An acquisition or

disposal of financial

instruments An event

changing the breakdown of

voting rights Other

(please specify)iii:

3. Details of person

subject to the

notification obligationiv:

Name: ADO Properties SA; City and

Senningerberg, Luxembourg country of

registered

office (if

applicable):

4. Full name of

shareholder(s) (if

different from 3.)v:

ADO Group Limited

5. Date on which the 06/07/2020

threshold was crossed or

reachedvi:

6. Total positions of

person(s) subject to the

notification obligation:

% of voting % of Total Total

rights voting of number of

attached to rights both voting

shares through in % rights of

(total of financial (7.A issuervii

7.A) instru- +

ments 7.B)

(total of

7.B.1 +

7.B.2)

Resulting situation on the 0 % % 0 % 73,966,539

date on which threshold

was crossed or reached

Position of previous 19.86 % % 19.86

notification (if %

applicable)

7. Notified details of the

resulting situation on the

date on which the threshold

was crossed or reachedviii:

A: Voting rights attached to

shares

Class/type of shares ISIN Num- % of

code (if possible) ber voting

of rights

vo-

ting

right-

six

Direct (Art. 8 of the Indi- Direct Indirect

Transparency Law) rect (Art. 8 (Art. 9 of

(Art. of the the

9 of Transpa- Transparen-

the rency cy Law)

Trans- Law)

paren-

cy

Law)

LU1250154413 0 % 0

0-

SUBTOTAL A (Direct & 0

Indirect)

B 1: Financial Instruments

according to Art. 12(1)(a)

of the Transparency Law

Type of financial instrument Expi- Exerci- Number of %

rati- se/ voting o-

on Conversi- rights f

datex on that may v-

Periodxi be o-

acquired t-

if the i-

instrument n-

is g

exercised/ r-

converted. i-

g-

h-

t-

s

SUBTOTAL %

B.1

B 2: Financial Instruments

with similar economic effect

according to Art. 12(1)(b)

of the Transparency Law

Type of financial instrument Expi- Exerci- Physical N- % of

rati- se/ or cash u- voting

on Conversi- settlement- m- rights

datex on xii b-

Periodxi e-

r

o-

f

v-

o-

t-

i-

n-

g

r-

i-

g-

h-

t-

s

SUBTOTAL %

B.2

8. Information in relation

to the person subject to the

notification obligation:

(please tick the applicable

box) Person subject to the

notification obligation is

not controlled by any

natural person or legal

entity and does not control

any other undertaking(s)

holding directly or

indirectly an interest in

the (underlying) issuer.xiii

X Full chain of controlled

undertakings through which

the voting rights and/or the

financial instruments are

effectively held starting

with the ultimate

controlling natural person

or legal entityxiv (please

provide a separate

organisational chart in case

of a complex structure):

N Na- % of % of T- Directly

mexv voting voting o- control-

rights rights t- led by

held by through a- (use

ultimate financial l number(s)

control- instru- o- from 1st

ling ments held f column)

person by b-

or ultimate o-

entity control- t-

or held ling h

directly person or

by any entity or

subsidia- held

ry if it directly

equals by any

or is subsidiary

higher if it

than the equals or

notifia- is higher

ble than the

thres- notifiable

hold threshold

1 ADO 0 % % 0

Pro- %

per-

ties

S.A.

2 ADLER 0 % % 0 1

Real %

Estat-

e AG

3 ADO 0 % % 0 2

Group %

Ltd.

9. In case of proxy voting:

The proxy holder named will

cease to hold w % and number

of voting rights as of .

10. Additional

informationxvi:

ADO Properties SA holds more

than 90% of the share

capital of ADLER Real Estate

AG. ADLER Real Estate AG

holds 100% of the shares of

ADO Group Ltd which in turn

held 19.86% of the shares of

ADO Properties S.A. up until

this date. For the avoidance

of doubt, the shares that

ADO Properties SA indirectly

held in itself up until this

date were not to be

considered 'own shares'

because it did not hold

shares in itself through a

direct subsidiary (as per

Art. 420-23 (1) of the 10

August 1915 law on

commercial companies, as

amended) but through an

indirect subsidiary (as per

Art. 420-23(2) of the 10

August 1915 law on

commercial companis, as

amended).

Done at Luxembourg On 06/07/2020

Notes

i Please note that national forms may vary due to specific national

legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the

applicable thresholds or information regarding capital holdings.

ii Full name of the legal entity and further specification of the issuer or

underlying issuer, provided it is reliable and accurate (e.g. address, LEI,

domestic number identity).

iii Other reason for the notification could be voluntary notifications,

changes of attribution of the nature of the holding (e.g. expiring of

financial instruments) or acting in concert.

iv This should be the full name of (a) the shareholder; (b) the natural

person or legal entity acquiring, disposing of or exercising voting rights

in the cases provided for in Article 9 (b) to (h) of the Transparency Law;

or (c) the holder of financial instruments referred to in Article 12(1) of

the Transparency Law.

As the disclosure of cases of acting in concert may vary due to the specific

circumstances (e.g. same or different total positions of the parties,

entering or exiting of acting in concert by a single party) the standard

form does not provide for a specific method how to notify cases of acting in

concert.

In relation to the transactions referred to in points (b) to (h) of Article

9 of the Transparency Law, the following list is provided as indication of

the persons who should be mentioned:

- in the circumstances foreseen in letter (b) of Article 9 of that Law, the

natural person or legal entity that acquires the voting rights and is

entitled to exercise them under the agreement and the natural person or

legal entity who is transferring temporarily for consideration the voting

rights;

- in the circumstances foreseen in letter (c) of Article 9 of that Law, the

natural person or legal entity holding the collateral, provided the person

or entity controls the voting rights and declares its intention of

exercising them, and natural person or legal entity lodging the collateral

under these conditions;

- in the circumstances foreseen in letter (d) of Article 9 of that Law, the

natural person or legal entity who has a life interest in shares if that

person or entity is entitled to exercise the voting rights attached to the

shares and the natural person or legal entity who is disposing of the voting

rights when the life interest is created;

- in the circumstances foreseen in letter (e) of Article 9 of that Law, the

controlling natural person or legal entity and, provided it has a

notification duty at an individual level under Article 8, under letters (a)

to (d) of Article 9 of that Law or under a combination of any of those

situations, the controlled undertaking;

- in the circumstances foreseen in letter (f) of Article 9 of that Law, the

deposit taker of the shares, if he can exercise the voting rights attached

to the shares deposited with him at his discretion, and the depositor of the

shares allowing the deposit taker to exercise the voting rights at his

discretion;

- in the circumstances foreseen in letter (g) of Article 9 of that Law, the

natural person or legal entity that controls the voting rights;

- in the circumstances foreseen in letter (h) of Article 9 of that Law, the

proxy holder, if he can exercise the voting rights at his discretion, and

the shareholder who has given his proxy to the proxy holder allowing the

latter to exercise the voting rights at his discretion (e.g. management

companies).

v Applicable in the cases provided for in Article 9 (b) to (h) of the

Transparency Law. This should be the full name of the shareholder who is the

counterparty to the natural person or legal entity referred to in Article 9

of that Law unless the percentage of voting rights held by the shareholder

is lower than the 5% threshold for the disclosure of voting rights holdings

(e.g. identification of funds managed by management companies).

vi The date on which threshold is crossed or reached should be the date on

which the acquisition or disposal took place or the other reason triggered

the notification obligation. For passive crossings, the date when the

corporate event took effect.

vii The total number of voting rights shall be composed of all the shares,

including depository receipts representing shares, to which voting rights

are attached even if the exercise thereof is suspended.

viii If the holding has fallen below the 5% threshold, please note that it

is not necessary to disclose the extent of the holding, only that the new

holding is below that threshold.

ix In case of combined holdings of shares with voting rights attached

'direct holding' and voting rights 'indirect holding', please split the

voting rights number and percentage into the direct and indirect columns -

if there is no combined holdings, please leave the relevant box blank.

x Date of maturity/expiration of the financial instrument i.e. the date when

right to acquire shares ends.

xi If the financial instrument has such a period - please specify this

period - for example once every 3 months starting from [date].

xii In case of cash settled instruments the number and percentages of voting

rights is to be presented on a delta-adjusted basis (Article 12(2) of the

Transparency Law).

xiii If the person subject to the notification obligation is either

controlled and/or does control another undertaking then the second option

applies.

xiv The full chain of controlled undertakings starting with the ultimate

controlling natural person or legal entity also has to be presented in the

cases in which only on subsidiary level a threshold is crossed or reached

and the subsidiary undertaking discloses the notification as only then the

market always gets the full picture of the group holdings. In case of

multiple chains through which the voting rights and/or financial instruments

are effectively held the chains have to be presented chain by chain leaving

a row free between different chains (e.g.: A, B, C, free row, A, B, D, free

row, A, E, F etc.). Numbers shall be attributed to all persons or entities

within the group in column 1 in order to allow a clear indication of the

control structure in column 6. The names of all undertakings of the control

chain shall be provided in column 2, even if the number of the directly held

voting rights and/or financial instruments is not equal or higher than the

notifiable threshold. Columns 3 & 4 shall indicate the holdings of those

persons or entities directly holding the voting rights and/or financial

instruments if the holding is equal or higher than the notifiable threshold.

xv The names of controlled undertakings through which the voting rights

and/or financial instruments are effectively held have to be presented

irrespectively whether the controlled undertakings cross or reach the lowest

applicable threshold themselves.

xvi Example: Correction of a previous notification.

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Sprache: Deutsch

Unternehmen: ADO Properties S.A.

1B Heienhaff

1736 Senningerberg

Luxemburg

Internet: www.ado.properties

Ende der Mitteilung DGAP News-Service

1087499 06.07.2020