DLRDigital Realty

Certain Relationships and Related Party Transactions

“In evaluating the independence of the director nominees, the Board considered the following relationships and transactions.”

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Certain Relationships and Related Party Transactions

“In July 2023, we formed a joint venture with TPG Real Estate, and TPG Real Estate acquired an 80% interest in three stabilized hyperscale data center buildings in Northern Virginia that we contributed; Afshin Mohebbi serves as an advisor to TPG. In November 2023, Digital Realty and Realty Income Corporation established a joint venture to support the development of two build-to-suit data centers in Northern Virginia; Mary Hogan Preusse serves as a member of Realty Income’s board of directors. In December 2023, Digital Realty and Blackstone Inc. announced a $7 billion joint venture to develop four hyperscale data center campuses across Frankfurt, Paris and Northern Virginia; William G. LaPerch and Stephen R. Bolze serve as advisors to Blackstone.”

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Certain Relationships and Related Party Transactions

“The Board reviewed and approved each of the foregoing transactions, and in each case determined that the transaction does not constitute a “related party transaction” requiring disclosure pursuant to Item 404(a) of Regulation S-K.”

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Review, Approval or Ratification of Transactions with Related Persons

“Our Board or the appropriate committee of the Board reviews material transactions between us, the Operating Partnership and any of our directors or executive officers. Our Code of Business Conduct and Ethics provides that all employees and directors report conflicts of interest to the General Counsel. Directors are also subject to the conflict provisions set forth in our Corporate Governance Guidelines, which requires directors to report conflicts of interest to the Chair of the Board. The Board or the appropriate committee of our Board will resolve all conflicts of interest involving directors. The Board or the appropriate committee of the Board may waive provisions of our Code of Business Conduct and Ethics with respect to executive officers and directors. Any such waivers will be disclosed to our stockholders to the extent required by applicable laws and regulations. We intend to disclose on our website any amendment to, or other waivers of, any provision of our Code of Business Conduct and Ethics applicable to our directors and executive officers required to be disclosed under the rules of the SEC and NYSE.”

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Indemnification Agreements

“We have entered into indemnification agreements with all of our named executive officers and other executives and with each of our directors that obligate us to indemnify them to the maximum extent permitted by Maryland law. The indemnification agreements provide that, subject to certain exceptions, if a director or executive is a party or is threatened to be made a party to any proceeding, other than a proceeding by or in the right of our Company, by reason of such director’s or executive officer’s status as a director, officer or employee of our Company, we must indemnify such director or executive for all expenses and liabilities actually and reasonably incurred by them or on their behalf.”

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