Adler S A : Code for business partners

Code for business partners

July 23

Code for business partners

1. Preliminary remark

In order to establish or maintain a good business relationship based on partnership, it is essential that both business partners can rely on and trust each other, which also includes dealing with each other in a transparent and fair manner.

In addition to compliance with laws and generally applicable standards, the Adler Group therefore expects its business partners to act with integrity and correct behaviour in all their business activities.

This Business Partner Code applies to all business partners of Adler Group companies. All regulations in this Business Partner Code are binding for business partners as well as their upstream suppliers and subcontractors. The Business Partner Code is part of the Adler Group's General Terms and Conditions ('GTC') and is available on the Adler Group's website at https://www.adler-group.com/investor-rela-tions/corporate-governance/compliance-und-richtlinien.The Adler Group will also closely monitor the introduction of new legal regulations such as the Supply Chain Duty of Care Act ('Lieferkettensorg- faltspflichtengesetz').

Naturally, the Adler Group also requires its employees to behave with the same integrity that it expects from its business partners.

2. Prevention of corruption and avoidance of conflicts of interest

Business partners do not exert any influence on the Adler Group's decisions, whether by granting benefits of any kind or in any other improper manner, regardless of whether these benefits are granted directly to Adler Group employees, related parties or third parties acting on behalf of the Adler Group. Gifts to the group of persons listed are only permitted within the framework of the statutory provisions and the Adler Group's internal guidelines. This applies to all Adler Group companies in Germany and abroad.

No inadmissible agreements are made.

If one of our business partners is offered gifts or other benefits by an Adler Group employee in order to influence a decision - contrary to explicit internal instructions at the Adler Group - we expect our business partners not to accept the offered gifts or benefits and to report this to the Adler Group. If no decision can be influenced in this way, gifts may nevertheless only be accepted from persons within the Adler Group's sphere of influence within the normal course of business.

Business or personal connections to employees of the Adler Group must be disclosed immediately by the business partner if they could lead to potential conflicts of interest. The disclosure must be sent by e-mail to compliance@adler-group.com.Alternatively, a postal notification can be sent to Adler Group S.A., c/o Adler Properties GmbH, Am Karlsbad 11, 10785 Berlin, Germany, for the attention of the Compliance Department.

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Code for business partners

3. Combating money laundering and terrorist financing

All applicable legal regulations to combat money laundering and terrorist financing must be complied with, and all relevant information for a business partner check must be provided in full to the Adler Group upon request.

4. Fair competition, purchasing and documentation

The applicable antitrust and competition laws as well as import and export laws for products, goods and services, including those relating to economic and trade sanctions, must be complied with. The Adler Group's business partners do not use unfair methods and refrain from abusive agreements or agreements that restrict competition.

The Adler Group selects its business partners carefully and exclusively on the basis of their performance and reliability, and no unfair business practices are tolerated.

Business partners and Adler Group mutually undertake not to actively entice away any employees of the other contracting party.

The business partners shall keep their business books and records in accordance with the applicable laws and regulations.

5. Fair employment and equal opportunities

The Adler Group is committed to fair employment conditions and rejects undeclared work, forced labour and other illegal employment of workers. Illegal employment relationships can jeopardise legal jobs and prevent the creation of new legal jobs. Every business partner of the Adler Group undertakes to comply with the occupational health and safety regulations applicable to them. The protection of children is an essential anchor of international human rights. The Adler Group is committed to these fundamental rights, categorically rejects any form of child labour and expects its business partners to behave ac- cordingly. The Adler Group's business partners provide their employees with safe workplaces and ensure fair working conditions. They comply with the applicable legal and contractual regulations on working hours, holidays and minimum wages, and reject undeclared work and any form of unethical or illegal working and living conditions, in particular child labour, forced labour and modern slavery. There is no discrimination of any kind, regardless of whether it relates to age, ethnic origin, nationality, gender, gender identity, physical and mental abilities, religion and ideology, sexual orientation or social back- ground. The dignity and privacy of employees are always respected. Physical disciplinary measures do not take place.

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The business partners recognise the freedom of association and collective bargaining autonomy of employees and observe the core labour standards of the International Labour Organisation ('ILO') and the Universal Declaration of Human Rights.

6. Protecting the environment

Together with its business partners, the Adler Group strives for a high level of environmental protection and thus wants to contribute to achieving the EU climate targets. The applicable environmental protection laws must be complied with and negative effects on the environment must be minimised. The Adler Group itself is committed to the environmentally friendly use of resources.

Avoiding waste as far as possible and protecting the climate are high priorities.

It must be possible to trace the origin of purchased goods or materials and ensure that they have been produced ethically and in accordance with environmental protection requirements. Applicable legal re- quirements, e.g. those of the Supply Chain Act, must be observed.

At the Adler Group's request, the business partners provide certificates of their environmental management audits, insofar as such audits have been carried out at their premises.

7. Data protection, data security and confidentiality

Special legal regulations exist for the protection of personal data. These are fully complied with by the business partners so that personal data is carefully protected against unauthorised access and misuse.

Personal data is handled sparingly. It is only collected and processed if it is necessary on the basis of a legal basis or consent. As soon as the data is no longer required and is not subject to a statutory retention period, it is deleted.

Technical and organisational measures taken by business partners acting as processors ensure that personal data is not lost or inadvertently disclosed. Care is taken to ensure that no third party can access this data without authorisation. Data is always exchanged on the basis of a corresponding contractual arrangement.

The Adler Group's business partners undertake not to share confidential information from the business relationship with third parties and to protect the Adler Group's intellectual property. To this end, all applicable data protection laws and regulations will be complied with and everything necessary will be done to protect this information.

In addition, reference is made to the provisions on data protection and confidentiality pursuant to Section 13 of the Adler Group General Terms and Conditions.

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Code for business partners

8. Insider rules

The Adler Group includes companies listed in both Luxembourg and Germany that are subject to the provisions of the EU Market Abuse Regulation and the statutory requirements of the German and Lux- embourg securities trading laws, including the ban on insider trading. An insider is anyone who, for example, obtains precise information that is not publicly known and that would be capable of significantly influencing the prices of the financial instruments issued by the Adler Group's listed companies, e.g. shares or bonds, if it were publicly known; for example, management plans regarding corporate trans- actions, Adler Group sales and profitability, significant contracts or business relationships, financial in- formation, etc.

If a business partner obtains such information, they may not, for example, buy or sell shares in listed Adler Group companies until the information becomes public knowledge.

9. Miscellaneous

The Business Partner grants the Adler Group the right and opportunity to verify compliance with the provisions of this Business Partner Code and undertakes to support the Adler Group in such verification and to provide all information and/or documents required for this purpose. Companies that violate the Business Partner Code will be temporarily or permanently excluded from future contract awards by the Adler Group depending on the severity of the violation. The Adler Group also reserves the right to extraordinarily terminate the contractual relationship in the event of a proven violation of this Business Partner Code.

Breaches of rules must be prevented on both sides of a business relationship in order to avoid damaging the mutual trust of business partners. We therefore appeal to our business partners to provide us with appropriate information in the event of possible misconduct by Adler Group employees. The following reporting channels are available:

• Compliance department of the Adler Group:compliance@adler-group.com
• Electronic whistleblower system:https://adler.integrityline.org/
• External lawyer of trust of the Adler Group:
  Dr Rainer Frank, 030 318685-933orvertrauensanwalt-adler-group@fs-pp.de

The Adler Group is happy to support its business partners with questions on all topics addressed in this Code, in particular on environmental and social responsibility, and to discuss them with them. Please feel free to contact us at compliance@adler-group.com.

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