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CommonWealth Responds To ISS Recommendation

Stocks in this article: CWH

CommonWealth REIT (NYSE: CWH) today issued the following statement in response to the report by Institutional Shareholder Services (“ISS”):

“We strongly believe that ISS reached the wrong conclusion in failing to recommend that CWH shareholders reject Related/Corvex’s consent solicitation. We urge shareholders to stop Related/Corvex in their hostile takeover of CWH without paying shareholders for it by voting the WHITE consent revocation card today.

Related/Corvex are attempting to seize control of CWH without paying shareholders anything for that control. Related/Corvex are seeking to sell CWH’s best performing, stabilized assets and increase leverage, which would place CWH’s dividend and investment grade debt ratings at risk. If Related/Corvex are successful in removing the entire CWH Board, their doing so would leave CWH’s business in an indefinite state for an extended period of time until all shareholders have an opportunity to nominate new Trustees and a Special Meeting of shareholders can be convened. The removal of the entire board of a public company by written consent without the simultaneous election of a replacement Board is unprecedented in the history of U.S. public companies.

The CWH Board and management have been executing a sound business plan focused on repositioning CWH’s portfolio into high quality Central Business District (CBD) office properties, and this plan is delivering value for all CWH shareholders as evidenced by the recently announced fourth quarter results. The Board and management are committed to improved corporate governance and in recent months have implemented significant changes in response to shareholder feedback. The Board significantly enhanced CWH’s corporate governance through increased Board independence, simplified pathways for shareholder action, termination of the Company’s shareholder rights plan and changing the management agreement with RMR to more clearly align RMR’s financial incentives with shareholder returns.

We urge CWH shareholders – no matter how many or how few shares they own – to protect their investment by voting the WHITE consent revocation card. Please do not return or otherwise vote any gold proxy card sent to you by Related/Corvex, as we believe their relentless pursuit to remove the entire CWH Board by written consent and take control of the Company would destroy shareholder value.”

CommonWealth REIT is a real estate investment trust that primarily owns office properties located throughout the United States. CWH is headquartered in Newton, MA.

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