Deutsche Industrie REIT : Corporate governance statement dated November 2021

8

Deutsche Industrie REIT-AG Annual report 2020/2021

Declaration on corporate governance

In the following, the Supervisory Board and the Management Board of Deutsche Industrie REIT-AG (the "Company") report on the corporate governance of the Company and on the management of the Company pursuant to Section 289f of the German Commercial Code (HGB).

First, the current Declaration of Compliance of the Supervisory Board and the Management Board of Deutsche Industrie REIT-AG dated 22 October 2021 is reproduced. This is followed by a description of the working methods of the Supervisory Board and the Management Board and their composition. In addition, the corporate governance of the company is presented, and the diversity concept is discussed.

1. Declaration of Compliance of Deutsche Industrie REIT-AG with the German Corporate Governance Code (GCGC)

The Management Board and Supervisory Board of Deutsche Industrie REIT-AG welcome and support the German Corporate Governance Code (GCGC) and the objectives it pursues.

They hereby declare in accordance with section 161

1. of the German Stock Corporation Act (Aktienge- setz) that Deutsche Industrie REIT-AG has complied with the recommendations of the Government Com- mission on the German Corporate Governance

Recommendation A.1 GCGC - Respect for diversity when filling management positions:

The Management Board does not currently follow the recommendation to take diversity into account when filling management positions in the company. The employees of the company currently do not have any management functions. Apart from the Management Board, there are no management positions to be filled in the company, which is why the company cannot follow this recommendation.

Recommendation A.2 GCGC - Compliance Management System:

The company currently employsonly ten staff. The Management Board therefore sees no need to develop and publish a formalised system for compliance management or so-called "whistleblowing". In view of the size of the company, the cost of setting up, implementing, and maintaining formalised systems has not been and is not in any reasonable proportion to the potential benefits.

Recommendation B.1 GCGC - Observance of diversity in the composition of the Management Board:

The Supervisory Board does not currently follow the recommendation to observe diversity when appointing Management Board members in the company.

The company is of the opinion that professional qualifications and knowledge of the company are decisive as prerequisites for appointment, so that the above-mentioned requirements are not conducive to achieving the objective.

Recommendation B.2 GCGC - Long-term Succession planning by the Supervisory Board and Management Board:

In view of the current age of the members of the Management Board (38 to 51 years), the company does not consider long-term succession planning to be necessary at present.

9

Deutsche Industrie REIT-AGCorporate Governance Report 

Recommendations C.1 and C.2 GCGC - Specification of objectives for the composition of the Supervisory Board, in particular consideration of diversity and the development of a competence profile:

The Supervisory Board has not set any concrete objectives for its composition or developed a competence profile for the entire committee and does not intend to set such objectives or develop a competence profile in the future. Nor have any rules on diversity in the objectives for the composition of the Supervisory Board except as set out below, been set or will to be set in the future. The company is of the opinion that the technical qualifications and knowledge of the company are sufficient as prerequisites for the appointment of members to the Supervisory Board, such that the above-mentioned objectives are not conducive to achieving the objective. By resolution of 10 September 2020, the Supervisory Board set 20 % as the target for female participation for the period until 30 September 2025.

Recommendation C.5 GCGC - Supervisory Board mandates in non-group listed companies:

While the company assumes that Recommendation C.5 of the GCGC contains guidelines for the members of the company's Supervisory Board (and not for its Management Board), in view of the ambiguous wording, please note that a member of the Management Board, Mr. Rolf Elgeti holds more than two Supervisory Board mandates in non-group listed companies or in comparable supervisory bodies (including as Chairman of the Supervisory Board).

Recommendation on section D.2 to D.5 GCGC - Supervisory Board committees:

In view of its small number of members, the Supervisory Board has so far refrained from forming committees and therefore does not follow recommendations D.2, D.3, D.4 and D.5 GCGC. However, Deutsche Industrie REIT-AG will elect an audit committee by the end of the year, which will start its work at the beginning of the next calendar year (2022). The company will therefore follow recommendations

D.3 and D.4 in the future. In view of the continued low level of complexity and the transparent business model of Deutsche Industrie REIT-AG, the Supervisory Board does not consider it necessary to form further committees in the future and the entire Board will continue to devote its full attention to the issues at hand.

Recommendations on Section G.I. of the GCGC - Remuneration of the Management Board:

In the past, the remuneration model for the management board, which had developed over time and was implemented before the current German Corporate Governance Code was announced, did not yet comply with recommendations G.1, G.3, G.4, G.6, G.7, G.8 and G.10 to G.13. As already communicated in the update of the Declaration of Compliance of 24 March 2021, the company has now established

a remuneration system for the management board that complies with the GCGC except for the points mentioned below.

Recommendation G.10 GCGC - Remuneration of the management board:

The remuneration system of the Management Board approved during by the Annual General Meeting of the company on 12 March 2021 and confirmed by the Supervisory Board, does not provide for the variable remuneration components granted to a member of the Management Board to be predominantly invested in shares of the company or to be granted on a share-based basis, in deviation from

10

Deutsche Industrie REIT-AG Annual report 2020/2021

item G.10 of the GCGC. The company is of the opinion that the creation of an incentive by linking the value of the variable remuneration to the long- term development of the share price of the company is already sufficiently taken into account within the framework of the calculation of the variable remuneration and the conditions for payment. Thus, the development of the share price (in addition to the operating result and the net asset value of the company) represents an essential basis for the assessment of the variable remuneration. Moreover, the majority of the variable remuneration is only paid out if a minimum target is also achieved in the three financial years following a financial year. The company is therefore of the opinion that an additional variable remuneration in shares is not necessary to set corresponding incentives. Service contracts already concluded in the past (which in part do not yet fully correspond to the remuneration system now established) shall continue to apply for the time being in accordance with § 26j EGAktG.

Rostock, 22 October 2021

For the Supervisory Board

Recommendation G.16 GCGC - Crediting of compensation when accepting non-group supervisory board roles:

The Supervisory Board does not follow the recommendation that, when members of the Management Board take on non-group supervisory board man- dates, it should decide whether and to what extent remuneration from the respective supervisory board mandate should betaken into account . Based on the experience with the members of the Management Board and their dealings with non-group Supervisory Board mandates, it is not expected that non-group Supervisory Board mandates will have a negative impact on the future activities of the members of the Management Board for the company. Given the Supervisory Board's ability to exercise control on remuneration, which also exists independent of the recommendation, seen to be a decision on the crediting of remuneration from non-group Supervisory Board mandates is not necessary.

For the Management Board

Hans-Ulrich Sutter	Rolf Elgeti
Chairman of the Supervisory Board	Chairman of the Management Board

12

Deutsche Industrie REIT-AG Annual report 2020/2021

The current declarations of compliance are published on our website https://www.deutsche-industrie-reit. de/, in the "Investor Relations" section under the menu items "Corporate Governance" and "Declara- tion of Compliance".

2. Functioning of the Management Board and Supervisory Board

Management structure with three bodies

The Management Board and Supervisory Board work closely together for the benefit of the company to ensure responsible management and control of the company through good corporate governance.

An essential element of corporate governance is the separation of corporate management and corporate control. This is achieved through a clear division of tasks and responsibilities between the Management Board and the Supervisory Board. In addition, there is the Annual General Meeting as a third body. Through this Annual General Meeting the shareholders are involved in making the fundamental decisions of the company.

The Management Board

The Management Board is responsible for managing the company and represents it in transactions with third parties. Due to this reason, it is bound to the interests of the company with the aim of creating sustainable value. It develops the company's strategic orientation, agrees it with the Supervisory Board and ensures its implementation. The Management Board also ensures that appropriate risk management and controlling systems are in place within the company.

The members of the Management Board are responsible for individual areas of responsibility, irrespective of their joint responsibility for the company. They work together as colleagues and keep each other informed of important events and measures in their areas of responsibility. The Management Board has not yet adopted rules of procedure.

The Management Board of Deutsche Industrie REIT-AG is appointed by the Supervisory Board in accordance with Article 6 No. 2 of the Articles of Association. The Supervisory Board also determines the total number of members on the Management Board and whether there should be a Chairman or Spokesman. The members of the Management Board are appointed for a maximum of five years. Reappointments are permitted.

The Supervisory Board does not currently follow recommendation B.1 of the German Corporate Governance Code (DCGK) to take diversity into account when appointing members of the Management Board. The company is of the opinion that professional qualifications and knowledge of the company are sufficient as prerequisites for appoint- ment, with the result that the above-mentioned requirements are not conducive to achieving the objectives.

However, the Supervisory Board set a target of one third for the proportion of women on the Management Board for the period up to 30 September­ 2020 and maintains this target, by resolution of 10 Septem- ber 2020, for the period up to 30 September 2025. This target figure has been achieved in the past and is currently being achieved. No further rules on diver­ sity in the targets for the composition of the Management Board have been defined to date.

The Management Board of Deutsche Industrie REIT-AG consists of three persons: Mr Rolf Elgeti (CEO), Ms Sonja Petersen (née Paffendorf) (CIO) and Mr René Bergmann (CFO). The Management Board appointment of René Bergmann was extended by a further three years until 31/08/2024.

The CEO, Mr Rolf Elgeti, is responsible for Human Resources, Public Relations and Strategy. The CIO, Mrs. Sonja Petersen (née Paffendorf), is responsible for investment and asset management. The CFO, Mr René Bergmann, is responsible for the areas of accounting/controlling, financing and investor relations. All three Management Boards also manage and control external service providers for their respective areas.

13

Deutsche Industrie REIT-AGCorporate Governance Report 

The CVs of the members of the Management Board can be found at https://deutsche-industrie-reit.de/en/ company/ceo/

The Supervisory Board and Management Board agree on annual targets, the achievement of which is regularly reviewed.

The Management Board is responsible for training and refresher courses.

In section B.2, the DCGK recommends that long-term succession planning should be carried out by the Supervisory Board. The DIR does not comply with this recommendation, as the company does not currently consider long-term succession planning to be necessary in view of the current age of the members of the Management Board (38 to 51 years).

In a resolution dated 10 September 2020, the Supervisory Board has now decided to set an age limit of 80 years for members of the Management Board.

A D&O insurance policy has been taken out for the members of the Management Board, considering Section 93 (2) of the German Stock Corporation Act (AktG).

The remuneration of the CEO, Rolf Elgeti, is currently paid in the form of fixed remuneration via a pay-as-you-go agreement with Obotritia Capital KGaA. The remuneration system for the Management Board members Sonja Petersen and René Bergmann is based on short and long-term remuneration incentives. Detailed information on the remuneration of the Management Board is provided in the remuneration report in the management report 2020/2021.

The Annual General Meeting of 12 March 2021 approved the resolution on the remuneration system of the Management Board adopted by the Supervisory Board pursuant to § 87a para. 1 of the German Stock Corporation Act (AktG). Subsequently, the Supervisory Board determined the remuneration system of the Management Board. Details of the Management Board's remuneration system can be found on the company's website (https://www.deutsche-indus-

trie-reit.de/en/). In accordance with § 26j EGAktG (Introductory Act to the German Stock Corporation Act), employment contracts concluded in the past (some of which do not yet fully comply with the remuneration system now established) shall continue to apply for the time being.

Consideration of diversity when filling management positions

The Management Board does not currently follow recommendation A.1 of the German Corporate Governance Code (DCGK) to pay attention to diversity when filling management positions in the company. The company currently only has employees without management functions. Apart from the Management Board, there are no management positions to be filled in the company, which is why the company cannot currently follow this recommendation for formal reasons. Even if the company was and is of the opinion that Section 76 (4) AktG has no practical scope in this particular case due to the lack of management positions to be filled, the company had, purely as a precautionary measure for the period up to 30 September 2020 and currently maintains, by resolution of 10 September 2020 for the period up to 30 September 2025, 0 % as the target for the participation of women in management positions. At Deutsche Industrie REIT-AG, however, the decisive criterion for filling management positions is qualification and suitability, irrespective of gender.

The Supervisory Board

The central tasks of the Supervisory Board are to advise and monitor the Management Board. The five-member Supervisory Board of Deutsche Industrie REIT-AG works based on rules of procedure which it has given itself. Overall, the members of the Supervisory Board have the knowledge, skills and professional experience required to properly perform their duties.

Proposals for resolutions and information on the subjects to be discussed are made available to the members of the Supervisory Board in good time before the respective meeting. By order of the Chairman of the Supervisory Board, resolutions may be passed outside meetings in individual cases. This