REMUNERATION REPORT 2023

The remunerat ion report of alst ria of f ice REIT-AG (alst r ia or Company) f or f inancial year 2023 explains t he main element s of t he remunerat ion of t he Company' s Management Board and Supervisory Board members. It describes t he amount and st ruct ure of t he remunerat ion. The Management Board and t he Supervisory Board have j oint ly creat ed t his remunerat ion report and ensured t hat it corresponds wit h t he legal requirement s of sect ion 162 German St ock Corporat ion Act (AktG). The remunerat ion report was audit ed by Deloit t e GmbH Wirt schaf t sprüf ungsgesellschaf t in accordance wit h t he requirement s of sect ion 162 paragraph 3 Akt G.

The audit not e f or t his remunerat ion report (ht t ps: / / www. alst ria. com/ audit-report-remuneration-

report-2023),

t he

current

remunerat ion

syst ems

f or

t he

Management

Board

(ht t ps: / / alst ria. com/ remuneration-system-management-board-2022)

and

t he

Supervisory

Board

(ht t ps: / / alst ria. com/ remuneration-system-supervisory-board-2023)

as well as

t his remunerat ion

report (ht t ps: / / alst ria. com/ remuneration-report-2023.pdf) are published on t he Company' s websit e.

The remunerat ion of t he Management Board f or t he f inancial year 2023 was based on t he remunerat ion syst em 2022, which was put t o vot e at t he annual general meet ing of shareholders on June 10, 2022 and approved by 99. 6 % of vot es cast (Management Board Remuneration System 2022 ). The remunerat ion report 2022 was approved by 99. 9 % of vot es cast and t he revised remunerat ion syst em f or our Supervisory Board (Supervisory Board Remuneration System 2023 ) was approved by 99. 9% of t he vot es cast by our annual general meet ing of shareholders on May 4, 2023. Given t he high approval, we do not see reason f or changes t o t he remunerat ion report and remunerat ion syst ems. We will cont inue t he high level of disclosure already est ablished in t he remunerat ion report s 2021 and 2022.

1 . VIEW ON THE FINANCIAL YEAR 2023

The relevant remunerat ion KPIs were inf luenced in 2023 mainly by t he f ollowing ef f ect s:

  • German economy st agnat ed in 2023 (GDP -0. 3%)
  • Annual inf lat ion rat e (CPI) f or 2023 was 5. 9%
  • Dif f icult , but st able let t ing market s

Sharp rise in int erest rat es brought t ransact ion market t o a st andst ill

  • Cont inuous invest ment in t he exist ing port f olio
  • Revenues and FFO per share above plan in 2023
  • Downsizing of supervisory board f rom 6 t o 4 members and implement at ion of new Supervisory Board Remunerat ion Syst em 2023

1

Wit h a decline in GDP of -0. 3%, t he German economy st agnat ed in 2023. This was due on t he one hand t o t he considerable loss of purchasing power among consumers as a result of t he massive rise in energy and f ood prices, and on t he ot her hand t o t he weak global economic development as a result of t he ongoing geopolit ical crises. The rise in int erest rat es as a result of monet ary policy t ight ening also cont ribut ed t o t he weak economic development . The average annual inf lat ion rat e (CPI) was 5. 9%in 2023. Despit e t he weak commercial leasing market , alst ria' s let t ing perf ormance was st able compared t o t he prior year, wit h 106, 800 sqm in t erms of new l et t ings, lease renewals and opt ion drawings.

The weak economic development and t he sharp rise in int erest rat es led t o a virt ual st andst ill in t he commercial t ransact ion market and put real est at e prices under pressure. The valuat ion of alst ria' s real est at e port f olio by Savills Advisory Services Germany GmbH & Co. KG result ed in a writ e-down of EUR 769. 5 million t o a t ot al valuat ion of EUR 4. 0 billion (previous year: writ e-down of EUR 173. 8 million) as per December 31, 2023. The new port f olio value represent s an average value of EUR 2, 860 per sqm and a yield of 5. 0 %f or t he port f olio, based on t he rat io of cont ract ual rent t o market value.

In 2023, alst ria invest ed a t ot al of EUR 129 million in t he exist ing port f olio. Half of t his sum (EUR 65 million) was spent on development invest ment s, which signif icant ly improved t he qualit y of t he space in order t o achieve higher rent s f or new leases. The current development port f olio comprises 20 proj ect s wit h a t ot al let t able area of 154, 300 sqm.

The revenue and FFO f orecast published by alst ria at t he beginning of 2023 was exceeded in t he f inancial year 2023. The Group's revenues amount ed t o EUR k 192, 026 (f orecast : EUR 189 million) and FFO af t er minorit ies reached EUR k 87, 972 in t he report ing year (f orecast : EUR 79 million, adj ust ed t o EUR 84 million in Oct ober 2023). This t ranslat es int o FFO per share of EUR 0. 49 (f orecast : EUR 0. 44).

The f inancial year 2023 was also st ill charact erized by t he changes result ing f rom t he t akeover of more t han 95 % of t he shares in alst ria by Brookf ield (Takeover ) which occurred in January 2022. These changes af f ect ed t he composit ion of t he Supervisory Board, in which alst ria' s maj or shareholder Brookf ield is now represent ed t hrough Brad Hyler, Jan Sucharda and Richard Powers. In f inancial year 2023, t he size of t he supervisory board had been reduced f rom six t o f our members and t he number of permanent commit t ees has been reduced f rom t wo t o one, being t he audit commit t ee. In t his cont ext , t he Company implement ed t he new Supervisory Board Remunerat ion Syst em 2023.

In f inancial year 2022, t he Management Board Remunerat ion Syst em 2022 had been implement ed t o allow f or a cont inued pay-for-perf ormance connect ion. Af t er t he Takeover, alst ria's share price had become severely rest rict ed by t he high level of t he shareholding of alst ria's maj or shareholder and t he relat ively low number of ot her shareholders. The new long-t erm incent ive (LTI) under t he Management Board Remunerat ion Syst em 2022 also ensures remunerat ion alignment t hroughout t he organizat ion as it was designed t o f ollow t he st ruct ure of t he long-t erm incent ive scheme f or alst ria' s eligible employees as described below. The Management Board Remunerat ion Syst em 2022 also

2

provided t o t erminat e t he LTI t ranches wit h perf ormance periods reaching beyond 2022. Theref ore, t he LTI t ranches 2019 - 2023, 2020 - 2024 and 2021 - 2025 were t erminat ed early and paid out in 2022.

2 . REMUNERATION OF THE MANAGEMENT BOARD MEMBERS

2 . 1. Remuneration Governance

The Supervisory Board is responsible f or det ermining, implement ing and reviewing t he remunerat ion of t he Management Board. The Supervisory Board discusses and reviews t he remunerat ion syst em f or t he Management Board at regular int ervals and whenever necessary and resolves on changes. The remunerat ion syst em will be submit t ed t o t he annual general meet ing of shareholders f or approval in t he event of signif icant changes, but at least every f our years.

Tot al remunerat ion of t he individual Management Board members is det ermined by t he Supervisory

Board and covers all

act ivit ies wit hin

t he

alst ria Group. Crit eria

f or t he

appropriat eness of t he

remunerat ion

incl ude

t he dut ies of

t he

individual Management

Board

member,

t he personal

perf ormance,

t he economic sit uat ion,

t he success and f ut ure prospect s of

alst ria,

as well as t he

cust omary nat ure of t he remunerat ion, t aking int o account t he compet it ive environment and t he remunerat ion st ruct ure ot herwise applicable in alst ria.

To assess t he appropriat eness of t he t ot al remunerat ion of t he members of t he Management Board compared t o ot her companies, t he Supervisory Board regularly conduct s a remunerat ion benchmark using a suit able peer group of comparable companies, e. g. relevant compet it ors in t he Real Est at e business. When t he Supervisory Board revised t he remunerat ion syst em f or t he Management Board in f inancial years 2020/ 2021, t his peer group comprised companies of t he EPRA Germany Index (ADO Propert ies, Aroundt own, Deut sche Euroshop, Deut sche Wohnen, Grand Cit y Propert ies, Hamborner REIT, LEG Immobilien, TAG Immobilien, TLG Immobilien, Vonovia), and, in addit ion, f or t he European perspect ive, t he companies of t he EPRA Developed Europe Of f ice Index. In order t o ref lect nat ional market pract ice and company size, MDAX companies were also considered.

In order t o assess t he cust omary nat ure of remunerat ion wit hin alst ria, t he rat io of Management Board remunerat ion t o t he remunerat ion of senior management report ing direct ly t o t he Management Board and of all employees is t aken int o account . Thereby, alst ria regularly compares t he remunerat ion levels (f ixed salary, bonus, long-t erm incent ive, excluding pension and healt hcare) and reviews and publishes t he CEO pay rat io, which shows t he CEO t arget remunerat ion in rel at ion t o t he median t arget remunerat ion of all employees and managers. The t able below shows t he respect ive compensat ion as well as t he development of t he CEO pay rat io since 2021.

3

CEO pay ratio

2021

2022

2023

CEO1)

1,267,000 €

1,259,000 €

1,261,000 €

Employees +

77,412 €

77,000 €

77,864 €

managers2)

16,4 : 1

16.4 : 1

16.2 : 1

  1. Calculated as the CEO target all-in compensation w ithout insurance and pension benefits in relation to the median all-in compensation of all employees and managers. The numbers differ from the published numbers in the social data part of the ESG report due to different calculation bases.
  2. Median target compensation of employees and managers of alstria w as considered, therefore deviating from the average compensation aw arded and due in the comparative presentation.

A lack of independence and conf lict s of int erest of members of t he Supervisory Board may prevent independent advice and supervision when det ermining t he remunerat ion of t he Management Board. The Supervisory Board considers all it s members as independent f rom t he Company and it s Management Board and it s member Rebecca Wort hingt on as also independent f rom t he cont rolling shareholder. Furt hermore, t he members of t he Supervisory Board are required by law, t he German Corporat e Governance Code in it s current version as of April 28, 2022 (GCGC) and t he int ernal rules of procedure f or t he Supervisory Board t o disclose immediat ely any conf lict s of int erest t hey may have. In such cases, t he Supervisory Board t akes appropriat e measures t o t ake account of t he conf lict of int erest . For example, t he members concerned do not part icipat e in discussions and resolut ions.

The remunerat ion in t he f inancial year 2023 is f ully in line wit h t he Management Board Remunerat ion Syst em 2022. The det ails of t he applicat ion in t he f inancial year 2023 are present ed hereaf t er.

2 . 2 . Management Board Remuneration System

Management Board remunerat ion is grant ed in line wit h t he Management Board Remunerat ion Syst em 2022, which is syst emat ically depict ed in t he diagram below.

4

The main essent ial remunerat ion component s and f urt her cont ract ual provisions of t he Management

Board

Remunerat ion

Syst em

2022

are

described

in

more

det ail

below.

Fixed remuneration

Annual base

• Annual base salary paid in twelve monthly installments

salary

Pension

• Monthly grants of cash for private pension purposes

allowance

Fringe

• Use of company cars and insurance premiums

benefits

Type of plan

• Target bonus

Performance

Short-Term

Incentive Plan

period

• 1 year

Targets

• 100% FFO per share (0% -150%)

• Individual multiplier (0.8-1.2)

• Payout 0% - 150% of target amount

Payout

in cash

Variable remuneration

Long-Term

Incentive Plan

Type of plan

Long term target bonus

Performance

2 years

period

Targets

• Budget based KPIs or projects of

relevance for the Company (0-115%)

Payout

Payout 0% - 115% of target amount in

cash

• Reduction of variable remuneration which has not been paid

Malus & Clawback

out and reclaim of variable remuneration which has been paid

out in cases of compliance violations and/or incorrect

consolidated financial statements

Termination in case of

• Management Board members are considered not to be

responsible for a withdrawal after a change of control for up to

change of control

12 months after a change of control

Share Ownership

• None

Guidelines

Maximum

• Maximum remuneration p.a. for the CEO is EUR 2,600,000

Remuneration

and for the CFO EUR 2,100,000.

• Comprehensive post-contractualnon-competition clause for a

Post-Contractual Non-

period of six months after termination of the service agreement,

irrespective of the reason for termination.

Compete Obligation

• Compensation in the amount of 100% of the last annual

• base salary for the duration of the non-competition clause.

2 . 2 . 1. Target Remuneration and Remuneration Structure

The t arget remunerat ion of t he Management Board members f or t he f inancial years 2023 and 2022, which is cont ract ually def ined as payable upon 100 % t arget achievement , and t he result ing remunerat ion st ruct ure are present ed below. The t erm of of f ice of CFO Alexander Dexne ended on December 31, 2022. The t arget remunerat ion f or t he Management Board has not been increased in t he last year, t heref ore t he st ruct ure of t he t ot al t arget compensat ion remains nearly ident ical f or t he CEO Olivier Elamine.

5

The sum of t he f ixed and variable remunerat ion element s const it ut es t he t ot al t arget remunerat ion in t he event of 100 % t arget achievement by a Management Board member. The f ocus on t he long- t erm and sust ainable development of alst ria pursuant t o sect ion 87 paragraph 1 sent ence 2 Akt G is

ensured by t he higher weight ing of t he Long-Term Incent ive Plan compared t o t he Short -Term

Incent ive Plan. The share of t he Short -Term Incent ive Plan in t he variable remunerat ion amount s t o

around 33 %, whereas t he share of

t he Long-Term Incent ive Plan account s f or around 67 % of t he

variable remunerat ion.

Target remuneration

Olivier Elamine (CEO)

Alexander Dexne (CFO)

2023

2022

2023

2022

in T€

in %1)

in T€

in T€

in %

in T€

Annual base salary

500

37

500

-

-

400

Fringe benefits

23

3

19

-

-

28

Company car

11

-

9

-

-

19

Insurances

12

-

10

-

-

9

Pension allowance

88

6

88

-

-

73

Short-Term Incentive

250

18

250

-

-

200

STI 2022

-

-

250

-

-

200

STI 2023

250

-

-

-

-

-

Long-Term Incentive

500

37

500

-

-

400

LTI 2022-2023

-

-

500

-

-

400

LTI 2023-2024

500

-

-

-

-

-

Total target remuneration

1,361

100

1,357

-

-

1,101

  1. Numbers commercially rounded.

2. 2 . 2. Fixed Remuneration

Annual Base Salary

The annual base salary is paid in t welve equal mont hl y inst allment s at t he end of each mont h. If t he service cont ract begins or ends during a f inancial year, t he annual base salary for t hat f inancial year is payable on a pr o r at a t empor i s basis.

Fringe Benef it s

Members of t he Management Board also receive f ringe benef it s; t hese mainly consist of insurance premiums and t he privat e use of company cars. As a remunerat ion component , t hese ancillary benef it s are t axable. In principle, all Management Board members are equally ent it led t o t hem, while t he amount of use varies depending on t heir personal sit uat ions. The f ringe benef it s are included in t he maximum remunerat ion and t heref ore capped.

Furt hermore, t he Company has t aken out a D&O insurance (Direct ors & Of f icers Liabilit y Insurance) f or t he benef it of t he members of t he Management Board wit h a deduct ible of 10 %of t he damage up t o t he amount of one and a half t imes t he annual f ixed remunerat ion of t he respect ive Management Board member.

6

Pension Allowance

In addit ion, t he Company grant s t he members of t he Management Board mont hly payment s f or pension purposes in f orm of a pension allowance. These pension benef it s amount t o approximat ely 18 %of t he members' annual f ixed salaries.

2 . 2. 3. Variable Remuneration

Short -T erm Incent ive (ST I)

As a short -t erm perf ormance-based remunerat ion component , t he STI is linked t o t he development of t he quant it at ive perf ormance t arget Funds f rom Operat ions (FFO) per share. It is designed as a t arget bonus syst em. A possible STI payout amount is calculat ed as t he overall t arget achievement t imes t he individual t arget amount as indicat ed in t he respect ive service cont ract ; it is capped at 150 % of t he individual t arget amount (cap) and is paid out in cash. In addit ion t o t he perf ormance t arget , an individual mult iplier ranging bet ween 0. 8 t o 1. 2 is applied t o det ermine t he f inal payout .

The STI f unct ions as f ollows:

Short-Term Incentive (target bonus system)

One-year performance period

Target achievement

Payout in €

(Cap at 150 %)

Individual

TargetZi lbonusamount

(Cap 150% of

x

x

Multiplier

=

in €

target

(0.8 - 1.2)

FFO* per share

amount)

(weight: 100%)

* Funds From Operations.

Perf ormance t ar get

The STI perf ormance t arget is t he Funds From Operat ions per share. FFO are a key met ric of alst ria' s st rat egy since t hey def ine t he cash f low f rom operat ions. FFO per share is a non-GAAP met ric which is f requent ly used f or real est at e companies in lieu of earnings per share. alst ria annually publishes it s FFO and FFO per share as well as a det ailed reconciliat ion wit h it s IFRS account s.

The impact t hat acquisit ions or disposals and changes t o alst ria' s share capit al have on t he FFO per share f or a f inancial year, will be disregarded by t he Supervisory Board t o guarant ee a f air and well - balanced incent ive.

The payout amount of t he STI depends on t he degree of t arget achievement f or t he FFO per share. The rat io of t he FFO per share act ually achieved during t he f inancial year is measured against t he budget ed FFO per share. Target achievement can range bet ween 0 %and 150 %. For a payout t o occur, at least 70 %of t he perf ormance t arget value must be achieved (t hreshold). If t he act ually achieved FFO per share is equal t o t he budget ed FFO per share t he t arget achievement will be 100 %.

7

A maximum of 130 % of t he perf ormance t arget value can be achieved (cap) and result s in a t arget achievement of 150 %.

The values of FFO per share set f or t he f inancial year 2023 as well as t he act ually achieved value and t he result ing overall t arget achievement are shown in t he f ollowing t able:

STI 2023

FFO per share 1)

Threshold

Target value

Maximum

Actual value 2)

Target achievement 2)


  1. 119%
  1. Before minorities.
  2. Unaudited numbers at the time of the preparation of this report.

Mult iplier

The preliminary payout

value achieved is t hen mult iplied wit h

an individual mult iplier

ranging

bet ween 0. 8 and 1. 2.

This enables t he

Supervisory Board t o

t ake int o account t he

personal

perf ormance of t he individual Management

Board member and it s responsibilit ies wit hing alst ria in

addit ion t o t he achievement of f inancial

perf ormance. When

det ermining t he mult iplier, t he

Supervisory Board will t ake int o account ext raordinary event s or development s as well as unexpect ed signif icant f luct uat ion in f inancial measures.

The perf ormance t arget (FFO per share) f or t he STI 2023 has been overachieved. The Supervisory Board has set t he individual modif ier f or t he f inancial year 2023 on 1. 0 f or Olivier Elamine. Wit h t his mult iplier, t he Supervisor Board recognizes t he good perf ormance in t he report ing year in challenging market condit ions.

The t arget achievement of t he individual perf ormance crit erium as well as t he result ing overall t arget achievement af t er applicat ion of t he individual modif ier is shown in t ot al below:

STI 2023

Target achievement

Multiplier

Total target

Target amount

Payout

FFO per share

achievement

STI 2023 (in T€)

STI 2023 (in T€)

Olivier Elamine

119%

1.0

119%

250

296

Long-T erm Incent ive (LT I)

The Long Term Incent ive Plan is const ruct ed as an incent ive scheme t o reward general perf ormance and overall achievement of alst ria and is issued in annual t ranches wit h a perf ormance period of t wo years. The Supervisory Board set s at least 4 Key Perf ormance Indicat ors (KPI), t he achievement of which during t he perf ormance period will det ermine t he f inal payout amount of t he LTI. LTI KPIs correspond t o eit her an explicit quant if iable t arget in t he mult i-year business plan or t he achievement of a proj ect of relevance wit hin t he respect ive perf ormance period.

8

The f ollowing pict ure shows how t he LTI f unct ions:

Af t er t he end of t he perf ormance period, t he perf ormance achieved f or each LTI KPI is det ermined by dividing t he act ually achieved KPIs by t he KPI t arget value. The result ing perf ormance achievement of each KPI is t hen mult iplied wit h a f act or in accordance wit h t he f ollowing rule:

If t he perf ormance achievement is lower t han 90 %, t he f act or is zero.

  • If t he perf ormance achievement lies bet ween 90 % and 110 %, t hen t he f act or increases linearly bet ween 0. 85 and 1. 15
  • If t he perf ormance achievement is higher t han 110 %, t he f act or is 1. 15.

The respect ive t arget

achievement s result ing f rom t he mult iplicat ion of perf ormance achievement

and f act or are t hen

mult iplied

wit h t he respect ive weight ing of

t he KPI t o det ermine each KPI

cont ribut ion t o t he f inal payout

amount of t he respect ive t ranche.

The f inal payout amount is t he

sum of each individual LTI KPI cont ribut ion mult iplied wit h t he t arget value of each LTI grant ed.

The LTI will be paid out no lat er t han in t he mont h f ollowing t he adopt ion of t he f inancial st at ement s of t he perf ormance period and is capped at 115 % of t he individually grant ed t arget amount . The payment is made pr o r at a t empor i s, t aking int o account t he number of act ive mont hs of t he respect ive Management Board member in t he perf ormance period.

9

LT I 2022 - 2023 and LT I 2023 - 2024

For t he periods 2022-2023 and 2023-2024, t he LTI KPIs are def ined as f ollows:

The t arget values f or t he KTI 2022 - 2023 and f or t he LTI 2023 - 2024 are report ed in t he t able displaying t arget remunerat ion.

The LTI 2022 - 2023 assesses perf ormance in f inancial years 2022 and 2023. The f ollowing t able provides an overview of t he t arget achievement result ing f or t he LTI 2022 - 2023, which will be paid out in early 2024:

LTI Tranche 2022 - 2023

KPI target achievement

KPI multiplier

KPI contribution

Total annualized rental income of new leases

Income management

signed, leases renewed or options taken by

0.9119

0.8678

0.2170

tenants over the period

Capital recycling

Value of assets to be sold over the period

0.1910

0.0000

0.0000

Capital structure

Value of debt to be financed over the period

1.1000 (capped)

1.1500

0.2875

Capital growth

number of development projects to be

1.0530

1.0795

0.2699

delivered (at a given cost) during the period

Overall target achievement

0.7744

LTI target value (in T€)

Presence factor

LTI vesting value (in T€)

Olivier Elamine

500

1

387.200

Alexander Dexne

400

0.5

154.880

LT I 2018 - 2022 and t erminat ed Long-T er m Incent ive T ranches

As t he LTI 2018 - 2022 was paid out in t he f inancial year 2022, it s f unct ioning and t he det erminat ion of t he t arget achievement are explained in t he f ollowing. The perf ormance period of t he LTI 2018 - 2022 ended regularly on March 4, 2022.

Given t he Takeover by Brookf ield, alst ria' s share price perf ormance was no longer conclusive, leaving t he calculat ion of t he remaining LTI plans, which were grant ed bef ore t he f inancial year 2022 and t he regular perf ormance periods of which had not yet come t o an end (i. e. LTI 2019- 2023, LTI 2020 - 2024, LTI 2021 - 2025, t oget her t he " Terminated LTI Tranches" ), wit hout f unct ioning. Against t his background t he int roduct ion of t he new Management Board Remunerat ion Syst em 2022 also provided

t hat t he perf ormance periods of t hose Terminat ed LTI Tranches were ended early. 10

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Alstria Office REIT-AG published this content on 24 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 April 2024 13:36:16 UTC.