DGAP-Ad hoc: alstria office REIT-AG

Ad-hoc-announcement

- Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which the distribution or release would be unlawful -

alstria office REIT-AG successfully executed capital increase

- New shares priced at EUR 12.60

- Gross proceeds of EUR 193 m

- Proceeds to be partially used to fund c. EUR 87.4 m acquisitions that have already been secured and further acquisitions or repayment of debt including a potential cash settlement of the convertible bond

Hamburg, 29 January 2018 - alstria office REIT-AG ("alstria", "The Company", ISIN DE000A0LD2U1) successfully placed 15,323,121 new no-par value ordinary bearer shares with institutional investors in an accelerated bookbuilding process. The Company thereby increases its nominal share capital from EUR 153,961,654 to EUR 169,284,775, having partially utilized its authorized capital and having excluded shareholders' subscription rights.

The shares were placed at a placement price of EUR 12.60 per share, representing a discount of 2.0% to the closing price on 29 January 2018. The Company will receive gross proceeds from the placement in an amount of approximately EUR 193 m. The funds raised through the capital increase - after deduction of fees and expenses in connection with the issuance - will be used to finance further growth, including the acquisition of two properties in Hamburg and Stuttgart that have already been secured. Remaining funds will be used for further acquisitions or repayment of debt including a potential cash settlement of the convertible bond.

The new shares shall be admitted to trading on the regulated market of the Frankfurt Stock Exchange with simultaneous listing in the Prime Standard segment of the Frankfurt Stock Exchange, which has enhanced disclosure obligations, without publication of a securities prospectus. They carry full dividend rights for the fiscal year 2017. alstria has committed to a lock up period of 90 days.

Settlement and payment of the new shares is anticipated to take place on Friday, 2^nd February 2018.

Financial figures:

Explanations to the utilized financial figures can be found on the website of alstria office REIT-AG under https://www.alstria.com/en/glossary.

Contact: More information on:
Ralf Dibbern, IR/PR www.alstria.com
Bäckerbreitergang 75 www.twitter.com/alstria_REIT
20355 Hamburg www.alstria.blogspot.com
Phone: +49 (0) 40 226 341 329 www.beehive.work
Email: rdibbern@alstria.de

About alstria
alstria office REIT AG is the leading real-estate operator focusing solely on German office property in selected German markets. Our strategy is based on the ownership and an active management of our properties throughout their entire life cycle, strong added-value services to our customers and deep knowledge of the markets in which we operate. alstria strives for sustainable long-term value creation while taking advantage of short-term arbitrage of inefficiencies in the real estate markets. As per Sept. 30, 2017 the portfolio comprised 119 buildings with a lettable area of 1.6 million sqm and a total portfolio value of EUR 3.2 bn.

Disclaimer
This release is for information only and does not constitute an offer to sell, purchase, exchange or transfer any securities or a solicitation of any such offer in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Neither alstria office REIT-AG ("alstria") nor any other participant in the transactions described herein intends to register any securities under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with the proposals described in this announcement. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by alstria, Morgan Stanley & Co. International plc, UBS Limited, Kempen & Co N.V. or any of their respective affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. In member states of the European Economic Area ('EEA'), this announcement and any offer if made subsequently is directed only at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ('Qualified Investors'). Any person in the EEA who acquires the securities in any offer (an 'investor') or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states(where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would resulting a requirement for publication by alstria, Morgan Stanley & Co. International plc, UBS Limited or Kempen & Co N.V. of a prospectus pursuant to Article 3 of the Prospectus Directive.
This release constitutes neither an offer to sell nor a solicitation of an offer to buy any shares. As far as this release contains forward-looking statements with respect to the business, financial condition and results of operations of alstria, these statements are based on current expectations or beliefs of alstria's management. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or performance of the Company to differ materially from those reflected in such forward-looking statements. Apart from other factors not mentioned here, differences could occur as a result of changes in the overall economic situation and the competitive environment - especially in the core business segments and markets of alstria. Also, the development of the financial markets and changes in national as well as international provisions particularly in the field of tax legislation and financial reporting standards could have an effect. Terrorist attacks and their consequences could increase the likelihood and the extent of differences. alstria undertakes no obligation to publicly release any revisions or updates to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, new shares have been subject to a product approval process, which has determined that such new shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of new shares may decline and investors could lose all or part of their investment; new shares offer no guaranteed income and no capital protection; and an investment in new shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placement of the new shares. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the new shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the new shares and determining appropriate distribution channels.