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Primaris and H&R Receive Support FOR Its Plan of Arrangement from Two Leading Independent Proxy Advisory Firms

Primaris and H&R Receive Support FOR Its Plan of Arrangement from Two Leading 
Independent Proxy Advisory Firms 
TORONTO, ONTARIO -- (Marketwire) -- 03/13/13 -- H&R Real Estate
Investment Trust ("H&R REIT") and H&R Finance Trust ("H&R Finance
Trust", collectively, "H&R")
(TSX:HR.UN)(TSX:HR.DB.C)(TSX:HR.DB.D)(TSX:HR.DB.E) and Primaris
Retail REIT ("Primaris") (TSX:PMZ.UN) are pleased to announce that
Institutional Shareholder Services ("ISS") and Glass Lewis & Co.
("Glass Lewis"), two leading independent proxy advisory firms, have
recommended that unitholders of H&R and Primaris vote in favour of
their respective unitholder resolutions effecting the proposed plan
of arrangement, whereby, Primaris unitholders may elect to receive
$28.00 in cash per Primaris unit, subject to an aggregate cash amount
of approximately $1.28 billion, or 1.166 H&R stapled units (1.166 H&R
REIT units and 1.166 H&R Finance Trust units) per Primaris unit, in
each case subject to proration.  
While endorsing the plan of arrangement that will give effect to the
transaction, ISS notes that, "In light of the improved transaction
terms, the favorable market reaction and the reasonable strategic
rationale, a vote FOR this resolution is warranted." 
ISS concludes: "The transaction is expected to enhance H&R's capital
markets profile through increased market capitalization and greater
liquidity. In light of the sound strategic rationale, the reasonable
premium paid to the target, and the favorable termination fee
arrangement, a vote FOR the acquisition is warranted." 
Similarly, Glass Lewis concludes that, "We believe the resulting
discourse ultimately achieved an attractive and compelling
opportunity for Primaris and its unitholders. Strategically, we note
Primaris will be merged with and into the substantially larger H&R
portfolio, providing the firm's owners with geographic and asset
class diversification across Canada, while also retaining meaningful
exposure to the Company's existing retail real estate portfolio."
Furthermore, Glass Lewis adds, "Based on these factors and the
unanimous support of the board, we believe shareholders should
support this proposal."  
Welcoming the ISS and Glass Lewis recommendations, John Morrison, CEO
of Primaris said, "
These reports support the underlying benefits of
this transaction. Primaris unitholders will be afforded increased
liquidity, and for those unitholders electing H&R stapled units, the
transaction allows them the ability to maintain their investment in
the REIT sector in a tax efficient manner. We are pleased with ISS
and Glass Lewis' recommendations and encourage unitholders to vote
FOR the plan of arrangement accordingly."  
Tom Hofstedter, CEO of H&R said, "I am pleased that ISS and Glass
Lewis, two leading independent proxy research firms, support this
transaction which is expected to be accretive to H&R's funds from
operations, reduce its overall leverage ratio and increase market
capitalization and liquidity, while allowing H&R to acquire a
portfolio of high quality Canadian shopping centres and a valuable
management platform. Overall, this is a transformational transaction
for H&R that provides considerable benefits for our unitholders." 
Unitholders of H&R are invited to attend special meetings of
unitholders of H&R REIT and H&R Finance Trust to be held on March 22,
2013 at 10:00 a.m. (Toronto time) at Hockey Hall of Fame, Spotlight
Theatre, Brookfield Place, 30 Yonge Street, Toronto, Ontario.
Unitholders are urged to ensure their votes are cast no later than
March 20, 2013 at 5:00 p.m. (Toronto time) to ensure that their H&R
REIT units and H&R Finance Trust units will be represented at the
meetings, whether or not they are personally able to attend.  
If you have any questions or need assistance to vote, please contact
H&R's proxy solicitation agent, CST Phoenix Advisors, by e-mail at
inquiries@phoenixadvisorscst.com, by telephone at 1-866-822-1245
(toll-free within Canada or the United States) or 1-201-806-2222
(banks, brokers and collect calls outside Canada and the United
States) or by fax at 1-888-509-5907 (North American Toll Free
Facsimile) or 1-647-351-3176. 
Unitholders of Primaris are invited to attend a special meeting of
unitholders of Primaris to be held on March 22, 2013 at 10:00 a.m.
(Toronto time) at the Trump International Hotel & Tower Toronto, 325
Bay Street, Toronto, Ontario, Canada, M5H 4G3. Unitholders are urged
to ensure their votes are cast no later than March 20, 2013 at 10:00
a.m. (Toronto time) to ensure that their Primaris units will be
represented at the meeting, whether or not they are personally able
to attend.  
If you have any questions or need assistance to vote, please contact
Primaris' proxy solicitation agent, Kingsdale Shareholder Services
Inc., by toll-free telephone in North America at 1-866-581-1571,
outside North America at 416-867-2272 or by email at
contactus@kingsdaleshareholder.com. 
About H&R  
H&R REIT is an open-ended real estate investment trust, which owns a
North American portfolio of 42 office, 113 industrial and 138 retail
properties comprising over 44 million square feet and 2 development
projects, with a fair value of approximately $10 billion. The
foundation of H&R's REIT success since inception in 1996 has been a
disciplined strategy that leads to consistent and profitable growth.
H&R REIT leases its properties long term to creditworthy tenants and
strives to match those leases with primarily long-term, fixed-rate
financing. 
H&R Finance Trust is an unincorporated investment trust, which
primarily invests in notes issued by a U.S. corporation, which is a
subsidiary of H&R REIT. As at December 31, 2012, the note receivable
balance is U.S. $162.5 million. In 2008, H&R REIT completed an
internal reorganization, which resulted in each issued and
outstanding H&R REIT unit trading together with a unit of H&R Finance
Trust as a "Stapled Unit" on the Toronto Stock Exchange. 
About Primaris 
Primaris is a TSX listed real estate investment trust that
specializes in owning and operating Canadian enclosed shopping
centres that are dominant in their local trade areas. Merchandising
for each property is dynamic in order to meet the unique needs of its
local customers and the community. Primaris maintains a high
occupancy rate at its shopping centres and has retail tenants that
offer new and exciting brands. Primaris owns 43 income-producing
properties comprising approximately 15.9 million square feet located
in Canada. As of February 28, 2013, Primaris had 100,743,915 units
issued and outstanding (including exchangeable units for which units
have yet to be issued). 
Forward-Looking Information  
This press release contains forward-looking statements that reflect
current expectations of each of Primaris and H&R about their future
results, performance, prospects and opportunities, including with
respect to the closing, costs and benefits of the proposed
transaction and all other statements that are not historical facts.
The timing and completion of the proposed transaction is subject to
customary closing conditions, termination rights and other risks and
uncertainties including, without limitation, required regulatory,
court, and unitholder approvals. Accordingly, there can be no
assurance that the proposed transaction will occur, or that it will
occur on the timetable or on the terms and conditions contemplated in
this news release. The proposed transaction could be modified,
restructured or terminated. Readers are cautione
d not to place undue
reliance on forward-looking information. Each of Primaris and H&R has
tried to identify these forward-looking statements by using words
such as "may", "will", "should", "expect", "anticipate", "believe",
"intend", "plan", "estimate", "potentially" and similar expressions.
By its nature, such forward-looking information necessarily involves
known and unknown risks and uncertainties that may cause actual
results, performance, prospects and opportunities in future periods
of Primaris or H&R to differ materially from those expressed or
implied by such forward-looking statements. 
(i)Permission to quote from the ISS and Glass Lewis reports was
neither sought nor obtained.
Contacts:
H&R Unitholders
CST Phoenix Advisors
1-866-822-1245 (toll-free within Canada or the
United States) or 1-201-806-2222 (banks, brokers and
collect calls outside Canada and the United States)
inquiries@phoenixadvisorscst.com 
H&R
Tom Hofstedter
President & Chief Executive Officer
(416) 635-7520 
H&R
Larry Froom
Chief Financial Officer
(416) 635-7520 
Media Contact for H&R REIT
Longview Communications
Louise Kozier
(604) 644 6090 
Primaris Unitholders: Kingsdale Shareholder Services Inc.
1 (866) 581-1571 (English & Francais)
toll-free in North America
(416) 867-2272 outside of North America
(collect calls accepted)
contactus@kingsdaleshareholder.com 
Primaris
John Morrison
President & Chief 
Executive Officer
(416) 642-7860 
Primaris
Louis Forbes
Executive Vice President & Chief Financial Officer
(416) 642-7810 
Media Contact for Primaris Retail REIT
NATIONAL Public Relations
Peter Block
(416) 848-1431 
Media Contact for Primaris Retail REIT
NATIONAL Public Relations
Jennifer Lee
(416) 848-1383