EUR 1000.00 For Business Accounts Only

alstria office REIT - AGM 29 September 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

alstria office REIT-AG is a German stock corporation in the legal form of a Real Estate Investment Trust (REIT), focusing solely on office properties in selected German markets. The Company's strategy is based on the ownership and active management of its properties throughout their entire life cycle - from the acquisition to letting, ongoing management, modernisation up to a possible sale - as well as added-value services to its customers. As of 30 June 2020 the portfolio comprised 111 buildings with a lettable area of 1.4m sq m and a total portfolio value of EUR 4.4bn.

The Company has issued 177,593,422 shares that amount to a share capital of EUR 177,593,422. As of 8 September 2020, the Republic of Singapore held between 5% and 10% and BlackRock Inc., BNP Paribas Asset Management and SAS Rue la Boétie each held between 3% and 5% of the Company's shares.

On 30 March 2020, the Management Board had withdrawn its dividend proposal for financial year 2019 in light of the recent COVID-19 pandemic. On 10 August 2020, the Management Board however reassessed the situation and confirmed its initial proposal which provided for the payment of a dividend of EUR 0.52 per share (plus EUR 0.01 per share, "Green Dividend").

Item 3: The Management Board and Supervisory Board are proposing to increase the dividend per share proposed under agenda item 2 of EUR 0.52 by EUR 0.01 to EUR 0.53. According to the Company, as part of its so-called Green Dividend proposal, the shareholders of alstria office REIT-AG shall have the opportunity to decide, whether the dividend per share for financial year 2019 shall be increased by EUR 0.01, or - if the proposed resolution is rejected - the corresponding funds of approximately EUR 1.8m shall be invested within the next 24 months into so-called Green Projects. These projects comprise certain measures with regard to two of the Company's assets, which would lead to potential CO2 savings of approximately 95 tCO2e/year in total. The

Company discloses that it would not realise these projects if financial criteria alone were to form the basis for the investment decision as its income would not cover the current cost of capital. ECGS considers that decisions on investments and divestments should generally be made by the Management Board, in certain cases subject to the approval of the Supervisory Board, and not by the shareholders. From an investor's perspective it would be irrational to authorise the Company to allocate its capital inefficiently and to invest in unprofitable projects. At least in the long term, a potential investment in the reduction of CO2 emissions should be beneficial for the Company and its shareholders, which has not been substantiated by the Company with regard to the proposed Green Projects. In our view, it would instead be preferable if shareholders were able to invest the proceeds from the increased dividend in a self-determined manner, e.g. into more efficient climate mitigation projects which at the same time are profitable. We therefore recommend shareholders to support the proposed increase of the dividend by EUR 0.01 per share and by that to reject the Company's offer to invest in the Green Projects.

Item 12: The Management Board shall be authorised until 28 September 2025 to issue up to 1,000,000 convertible profit participation certificates to the employees of the Company and companies affiliated with the Company. Shareholders' preemptive rights are to be fully disapplied. The share capital shall be increased accordingly. The potential maximum dilutive effect of the proposed issuance is in line with our guidelines.

However, the conversion price of EUR 2.00 is significantly below the current share price of around EUR 12.00 and therefore exceeds our maximum acceptable discount of 20%. Furthermore, the programme does not provide for a minimum holding period for the shares received. Finally, we consider the performance target not to be challenging enough. We therefore recommend opposition.