Alstria office REIT : Corporate Governance Statement February 2024

CORPORATE GOVERNANCE STATEMENT

In this statement, the Management Board and Supervisory Board of alstria office REIT-AG("alstria" or

"Company") report on the corporate governance at the Company pursuant to Sections 289f and 315d of

the German Commercial Code (Handelsgesetzbuch, HGB) and Principle 23 of the German Corporate

Governance Code ("Code").

1. MANAGEMENT BOARD AND SUPERVISORY BOARD

German stock corporations are required by law to have a dual management system (two-tier board), which provides a strict separation of personnel and functions between the Management Board as the management body, and the Supervisory Board as the monitoring and advising body. Within this dual management system, Management Board and Supervisory Board cooperate closely and faithfully in the Company's interests.

1. MANAGEMENT BOARD

The Management Board is responsible for managing the enterprise in the best interests of the enterprise. In particular, the Management Board develops the enterprise's strategic direction, coordinates it with the Supervisory Board and ensures its implementation. Furthermore, the Management Board ensures an appropriate internal control and risk management system as well as the observation of legal provisions and internal guidelines and works towards their observance in the enterprise (Compliance).

The Company's Articles of Association stipulate that alstria's Management Board consists of one or more members. The Supervisory Board appoints the members of the Management Board and determines their number.

Management Board members are jointly responsible for the management of the Company. Fundamental matters or financially significant material matters stipulated by law, by the Articles of Association or by the rules of procedure for the Management Board, are decided by the Management Board as a whole. Resolutions of the Management Board are passed by a simple majority, whereby a unanimous vote shall generally be sought.

Significant business transactions specified in the rules of procedure for the Management Board require the approval of the Supervisory Board. The Supervisory Board's approval is required, for example, for the acquisition or disposal of real estate property and the conclusion of new financing agreements with a consideration or volume of more than EUR 30 million, or modernization measures that are not included in the budget approved by the Supervisory Board and exceed a total annual amount of EUR 2 million. Furthermore, transactions with related parties pursuant to Section 111 a para.1 of the German Stock Corporation Act (Aktiengesetz, AktG) require the approval of the Supervisory Board.

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The Management Board regularly and promptly provides the Supervisory Board with comprehensive information on all issues relevant to the Company and the Group relating to the strategy, development of the business and financial position of the Company, planning, material business transactions as well as on the risk situation, risk management and compliance of the Company. At least once a year, the Management Board reports on the planned business policy and on other fundamental issues of corporate planning for the Company and the Group. At least quarterly, the Management Board reports on the course of business, in particular revenues and income, material accounting indicators, the REIT and EPRA indicators and the development of the net assets, financial position and results of operations. The work of the Management Board, the reporting and information obligations to the Supervisory Board and the transactions requiring Supervisory Board approval are governed by rules of procedure for the Management Board.

In financial year 2023, the Management Board of alstria office REIT-AG consisted of one member:

Management Board members are committed to the Company's interests and do not pursue personal interests in their decisions or take advantage of business opportunities to which the Company is entitled. The rules of procedure for the Management Board stipulate that conflicts of interest must immediately be disclosed to the Chair of the Supervisory Board. A member of the Management Board shall also not directly compete with the Company through private real estate investments; real estate transactions between the Company and a member of the Management Board are prohibited. Significant transactions between the Company on the one hand and a Management Board member or related parties within the meaning of Section 111a AktG on the other hand, require the Supervisory Board's approval. All such transactions must be concluded under customary commercial conditions. A Management Board member requires the Supervisory Board's approval to conduct secondary activities, particularly memberships in supervisory boards of companies outside the Group. In the reporting period, there were no conflicts of interest involving the CEO that were not reported to the Supervisory Board. There were also no agreements or transactions between the Company on the one hand and the CEO or parties related to him pursuant to Section 111a AktG on the other hand. With the approval of the Supervisory Board, the CEO holds a mandate in the board of a company outside the Group. A list of the CEO's memberships in supervisory boards of listed companies or companies with comparable requirements pursuant to Section 285 No. 10 HGB can be found on page 156 of the Company's Annual Report.

The compensation of the Company's CEO is presented in the Remuneration Report on pages 194 to 217 of the Company's Annual Report. The Remuneration Report, together with the other documents required by Section 289 f HGB, is also available on the Company's website at www.alstria.com → Company → Corporate Governance → Remuneration.

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2. PROFILE FOR THE MANAGEMENT BOARD

The Supervisory Board appoints and dismisses the members of the Management Board and, with the support of the Management Board, ensures long-term succession planning. The Supervisory Board strives for a Management Board composition that ensures that all the knowledge, skills and experience necessary to best manage the Company are available on the Management Board. Therefore, with due consideration of alstria's specific situation, on July 19, 2023 the Supervisory Board last established this profile of skills and expertise and diversity concept with targets for the composition of the Management Board (Profile for the Management Board), pursuant to Section 289 f HGB, Section 76 para. 3 AktG and to the German Corporate Governance Code.

The Company's Articles of Association provide that the Management Board shall consist of one or more

members. The Supervisory Board decides on the exact number of Management Board members, the Management Board's individual staffing and the Management Board's chairman. Acting members of the Management Board will only be reappointed more than one year before the end of their term of office and their current appointment terminated at the same time, if there are special circumstances.

2.1. Requirements for all management board members

All Management Board members shall have the personal qualification for being a member on the Company's Management Board and shall each meet the legal as well as the following requirements:

• a managerial mindset,
• integrity,
• a capacity for interaction and teamwork,
• leadership skills and persuasive power,
• communication skills,
• an ability to balance risk appetite and risk avoidance,
• relevant education and sufficient professional experience and
• an age of up to 65 years, as a general rule.

2.2. Requirements for the entire Management Board

Viewed as a whole, the members of the Management Board shall have all knowledge, skills and experience needed. In particular, at all times at least one Management Board member shall have due / be duly:

• expertise regarding real estate management (ideally in the management of office properties, acquired in a comparable company);
• knowledge of the German real estate market;
• skills in the sectors real estate transactions, asset management/letting, project development, real estate valuation and all other relevant business divisions;
• experience in defining, setting and executing corporate strategy and an ability to implement profound change and ensure good communication;

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• familiarity with the requirements concerning corporate governance and investor communication, gained within a listed company (ideally with a comparable market capitalization);
• experience in leadership and corporate management (ideally acquired in a comparable company) and
• experience in corporate finance and capital markets (ideally acquired in a comparable

company).

The composition of the Management Board shall also reflect internationality in terms of diverse cultural backgrounds and international experience of the Management Board members.

2.3. Diversity

The members of the Management Board shall complement one another in terms of their backgrounds, professional experience and expertise in order to let the leadership benefit from diverse sources of experience, skills and points of view on corporate challenges.

In the recruitment process, the candidates are treated neutrally in terms of sex and age and will be assessed according to their qualifications.

2.4. Status of implementation

In its current composition, the Management Board meets all the requirements of the Profile for the Management Board.

3. SUPERVISORY BOARD

The Supervisory Board advises and supervises the Management Board in the management of the enterprise. Advice and supervision also include sustainability issues. The Supervisory Board reviews the annual and consolidated financial statements along with the combined management report of alstria, adopts the annual financial statements and approves the consolidated financial statements and the combined management report. It examines the proposal for the profit appropriation and, with the Management Board, submits it to the Annual General Meeting for resolution. On the substantiated recommendation of the Audit Committee, the Supervisory Board proposes the auditors for election by the Annual General Meeting. After the corresponding resolution is passed by the Annual General Meeting, the Audit Committee awards the contract to the auditors and monitors the audit of the financial statements together with the independence and quality of the auditors. Details of the activities of the Supervisory Board in the reporting year are contained in the report by the Supervisory Board on pages 170 to 176 of the Company's Annual Report.

The number of statutory members of the Supervisory Board was reduced from six to four in the 2023 financial year by resolution of the Annual General Meeting on May 4, 2023. The Company's Supervisory Board is composed exclusively of shareholder representatives, which are generally elected by the Annual General Meeting.

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The Supervisory Board elects a Chair and a Deputy Chair from among its members. The Chair of the Supervisory Board coordinates the Supervisory Board's activities, chairs its meetings and represents the interests of the Supervisory Board externally. The Chair maintains regular contact with the Management Board and discusses the enterprise's strategy, business development, the risk situation, risk management and compliance. The Management Board immediately informs the Chair of important events that are of material significance for assessing the situation as well as for development and management. If necessary, the Chair then informs the Supervisory Board and, when appropriate, convenes a Supervisory Board meeting.

Supervisory Board resolutions are adopted by a majority of votes of the Supervisory Board members as specified in the Articles of Association, unless otherwise required by law. Resolutions are generally passed at ordinary or extraordinary meetings. Supervisory Board members may participate in meetings of the Supervisory Board in person or via telephone, video conference, or similar audiovisual means. The Supervisory Board also meets regularly without the Management Board. Supervisory Board resolutions may also be adopted outside of meetings by means of written, telephonic or electronic communication (including e-mail and video conference) if the Chair so determines in individual cases.

All Supervisory Board members are obliged to act in the Company's interests and do not pursue personal interests in their decisions or take advantage of business opportunities to which the Company is entitled. The rules of procedure for the Supervisory Board stipulate that conflicts of interest must be disclosed to the Chair of the Supervisory Board without delay. In the case of resolutions for which a conflict of interest exists, the Supervisory Board member concerned abstains from voting. Members of the Supervisory Board shall also not directly compete with the Company through private real estate investments; real estate transactions between the Company and members of the Supervisory Board are prohibited. Significant transactions between the Company on the one hand and members of the Supervisory Board or related parties within the meaning of Section 111a AktG on the other hand require the approval of the Supervisory Board. In the reporting period, there were no conflicts of interest involving members of alstria's Supervisory Board that were not disclosed and there were also no such agreements on transactions between the Company on the one hand and members of the Supervisory Board and related parties on the other.

Each member of the Supervisory Board ensures that it has sufficient time available to fulfill its duties. The members of the Supervisory Board observe the overboarding rules as defined in the Code. The Supervisory Board regularly assesses how effectively the full Supervisory Board and its committees fulfill their duties. The last self-assessment has been conducted by means of online questionnaires in the 2021 financial year with very positive results.

More detailed information on the individual members of the Supervisory Board can be found on the Company's website, which contains the member's curricula vitae and an overview of their main activities in addition to their Supervisory Board mandate.

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A list of the memberships of the Supervisory Board members on supervisory boards or similar supervisory bodies of non-Group companies in accordance with Section 285 no. 10 of the HGB can also be found in the annual report on pages 156 to 157 of the Company's Annual Report. The rules of procedure for the Supervisory Board can also be viewed on the Company's website under www.alstria.com → Company → Corporate Governance.

The compensation paid to the individual Supervisory Board members is presented in the Remuneration Report on pages 211 to 215 of the Company's Annual Report. The Remuneration Report, together with the other documents required by Section 289 f of the HGB, is also available on the Company's website at www.alstria.com → Company → Corporate Governance → Remuneration.

4. SUPERVISORY BOARD COMMITTEES

During the reporting period, the Supervisory Board initially had two standing committees from among its members: an Audit Committee and a Nomination and Remuneration Committee. As a result of the reduction in the number of Supervisory Board members from six to four, the Nomination and Remuneration Committee was dissolved with effect from July 19, 2023 for reasons of efficiency.

The Supervisory Board reports on the activities of its committees' work during the 2023 financial year in its report to the Annual General Meeting on pages 174 to 175 of the Company's Annual Report.

4.1. Audit Committee

The Audit Committee has its own rules of procedure, in which its matters, tasks and decision-making powers are regulated in more detail. It deals with the Company's accounting and accounting process, risk management, internal control and audit system and compliance. In addition, the Audit Committee deals with the audit of the financial statements, in particular the selection, independence and qualification of the auditors and the additional services provided by the auditors, the issuing of the corresponding audit engagement, the determination of focal points of the audit, the fee agreement and the assessment of the audit's quality. From January 1 to May 31, 2023, the Audit Committee consisted of Becky Worthington (Chair) as well as Brad Hyler and Dr. Frank Pörschke. From June 1, 2023, the Audit Committee consisted of Becky Worthington (Chair), Brad Hyler, Jan Sucharda and Richard Powers.

4.2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee, which was dissolved with effect from July 19, 2023, was responsible for the preparation of the resolutions of the full Supervisory Board on the appointment and dismissal of Management Board members (including the preparation of the Profile for the Management Board), on the Management Board's compensation system and the total compensation of individual Management Board members, on the target figures for the proportion of women on the Management Board and Supervisory Board, and on the rules of procedure for the Management Board. The Nomination and Remuneration Committee also used to deal with the succession planning for the Management Board and decide on the conclusion, amendment, extension and termination of

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Management Board employment contracts, on the content of contracts (with the exception of compensation), and on the approval of certain other activities of Management Board members. Finally, the Nomination and Remuneration Committee was responsible for preparing the Supervisory Board's resolution on election proposals to the Annual General Meeting for suitable Supervisory Board members (including the Profile for the Supervisory Board) and on the determination of the compensation for the Supervisory Board, and it was responsible for dealing with any insider information that fall within the Supervisory Board's remit. These issues are now dealt with by the full Supervisory Board. From January 1 until its dissolution on July 19, 2023 the Nomination and Remuneration Committee comprised Brad Hyler (Chair) as well as Elisabeth Stheeman and Jan Sucharda, whereby Elisabeth Stheeman had already resigned from the Supervisory Board with effect from May 31, 2023.

5. PROFILE FOR THE SUPERVISORY BOARD

alstria office REIT-AG's Supervisory Board shall ensure proper consultation with and control of the Management Board. Therefore, Supervisory Board members shall have the knowledge, skills and experience necessary to properly fulfil their duties and complement one another. For this reason, on July 19, 2023 the Supervisory Board has last established this profile of skills and expertise and diversity

concept with targets for the composition of the Supervisory Board ("Profile for the Supervisory Board") according to provisions in Section 289 f HGB and in the Code. Thereby, the Supervisory Board has especially considered alstria's specific situation and shareholder structure.

1. General profile of qualification

• Managerial or operational experience
• Availability and willingness to dedicate sufficient time
• Discretion and integrity
• Capacity for interaction and teamwork
• Leadership skills and persuasive power
• Age of up to 70 years, as a rule

1. Qualification and diversity

• The members of the Supervisory Board shall complement one another in terms of background, professional experience and skills in order to provide the Supervisory Board with the most diverse sources of experience and skills possible, including such regarding sustainability issues relevant to the Company.
• Viewed as a whole, the members must be familiar with the real estate sector.
• At least two members of the Audit Committee, including the Chair, shall be financial experts: At least one member shall have gained special expertise and experience in accounting, the application of accounting principles and internal control systems. At least one further member shall have gained special expertise and experience in the auditing of annual statements.

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• The members of the Supervisory Board shall complement one another in terms of gender. At least one member shall be female. At least one member shall be male.

5.3. Independence

A Supervisory Board member is independent from the Company and its managementas long as it has no personal or business relationships with the Company or its Management Board, which could cause a substantial and not merely temporary conflict of interest.

A Supervisory Board member is independent from a controlling shareholderif the Supervisory Board member or a close relative is neither a controlling shareholder, nor a member of the executive governing body of the controlling shareholder and does not have a business or personal relationship with the controlling shareholder that may cause a substantial and not merely temporary conflict of interest.

The Supervisory Board has determined the following requirements for the independence regarding the composition of the plenum and the Audit Committee:

• The number of members of the Supervisory Board that shall be independent from a controlling shareholder is determined taking into consideration the relative ownership of such shareholder as well as the legal requirements for independence in the committees.
• No more than two Supervisory Board members shall be former members of the Management Board.
• The Chair of the Supervisory Board shall be independent from the Company and its Management Board. The Chair of the Audit Committee shall be independent from the Company and its Management Board and from a controlling shareholder.

5.4. Succession planning and elections to the Supervisory Board

alstria appoints Supervisory Board members using a structured process. The Supervisory Board submits nominations to the Annual General Meeting for each vacant Supervisory Board position.

The Supervisory Board chooses the candidates whom it recommends to the Annual General Meeting for an election as follows: Whenever a Supervisory Board members' office term comes to an end, the Supervisory Board checks the composition of the Supervisory Board and whether the targets laid down in the Profile for the Supervisory Board are being met. The Supervisory Board also checks whether the

targets need to be adjusted in light of alstria's situation and circumstances, which might have

evolved. Given such results, the Supervisory Board assesses in the first place whether it would be appropriate to recommend to the Annual General Meeting to reappoint the Supervisory Board member whose term of office will end with the next Annual General Meeting. When doing so, the Supervisory Board takes into consideration the criteria for independence mentioned above. The Supervisory Board strives to fulfil the Profile for the Supervisory Board.

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In its election proposals to the Annual General Meeting, the Supervisory Board discloses the personal and business relationships of every candidate with the Company, the Management and Supervisory Boards and any shareholders with a material interest in the Company. The election

proposals go along with a curriculum vitae, providing information on each candidate's relevant knowledge, skills and professional experience and an overview of the candidate's material activities

in addition to the Supervisory Board mandate.

The Annual General Meeting of shareholders elects each member of the Supervisory Board individually. Where an application is made for the appointment of a Supervisory Board member by a court, the term of that member will be limited until the next Annual General Meeting.

5.5. Status of implementation

The profile of skills and expertise and diversity concept with targets for the composition of the Supervisory Board is taken into account in the election proposals to the Annual General Meeting as well as into any application to judicial appointment of Supervisory Board members, with care being taken to ensure that the profile is met for the Supervisory Board as a whole. This was most recently the case for the following personnel changes in the Supervisory Board:

The terms of office of the Supervisory Board members Karl Wambach and Rebecca Worthington expired at the end of the Company's Annual General Meeting on May 4, 2023. Rebecca Worthington and Richard Powers were elected to the Supervisory Board by the Annual General Meeting for a (further) term of office of five years. The Annual General Meeting also reduced the statutory number of members of the Supervisory Board from six to four. As part of this reduction in the size of the Supervisory Board, Supervisory Board members Dr Frank Pörschke and Elisabeth Stheeman each resigned from office with effect from May 31, 2023.

The current composition of the Supervisory Board fulfills all the objectives set out in the Profile for the Supervisory Board. In the opinion of the Supervisory Board, all current members of the Supervisory Board are independent from the Company and its Management Board. Furthermore, the Chair of the Audit Committee, Rebecca Worthington, is independent from the controlling shareholder. Brad Hyler, Jan Sucharda and Richard Powers each have a business relation with group companies of Brookfield, the controlling shareholder of alstria. Brad Hyler and Richard Powers also belong to the governing bodies of Brookfield.

Having held the position as CFO at various companies for many years, Becky Worthington (as Chair of the Audit Committee) has professional expertise in the fields of accounting and auditing, namely special knowledge and experience in the application of accounting principles and internal control and risk management systems as well as special knowledge and experience in the auditing of financial statements, including sustainability reporting and its audit and assurance.

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With many years of experience as a director on several boards of Brookfield's property portfolio companies, Brad Hyler has professional expertise in the field of accounting, namely special knowledge and experience in the application of accounting principles and internal control and risk management systems. Through his work as Chairman of the Company's Supervisory Board, Brad Hyler has also gained experience in sustainability reporting and its audit and assurance.

Status of implementation of the Profile for the Supervisory Board:

1. Chair of Supervisory Board and until July 19, 2023 Chair of the Nomination and Remuneration Committee
2. Chair of Audit Committee
3. until the close of the Annual General Meeting in the respective financial year
4. Relating to the Supervisory Board member and his/her close relatives
5. Former member or close relative of a member of alstria's Management Board, relating in each case to the Supervisory Board member and his/her close relatives
6. With alstria or a member of the Management Board, directly or as a shareholder or in a responsible function of a company outside the Group, currently or within the year up to his/her appointment, relating in each case to the Supervisory Board member and his/her close relatives
7. Member of the executive governing body of controlling shareholder and /or business or personal relationship with controlling shareholder, relating in each case to the Supervisory Board member and his/her close relatives

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