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CommonWealth REIT Implements Governance Changes and Simplifies Path for Shareholder Action at 2014 Annual Meeting

  CommonWealth REIT Implements Governance Changes and Simplifies Path for
  Shareholder Action at 2014 Annual Meeting

Board Amends Bylaws and Endorses Changes to Declaration of Trust to Facilitate
                    Shareholder Nominations and Proposals

   Board Commits to De-Staggering at 2014 Annual Meeting, Opts-Out of MUTA
   Classified Board Provisions and Eliminates “Dead Hand Provision” of the
                                “Poison Pill”

 Provides Update Regarding Search for New Independent Trustees to Expand the
                              Size of the Board

Business Wire

NEWTON, Mass. -- December 23, 2013

CommonWealth REIT (NYSE:CWH) today announced that its Board of Trustees has,
as a result of its continued shareholder engagement activities, made several
significant changes to its governance, as follows:

  *The Board amended CWH’s Bylaws so that shareholders who own a minimum of
    $2,000 worth of common shares for at least one year may make Trustee
    nominations and shareholder proposals at CWH's June 2014 annual meeting.
    In addition, the Board streamlined the so-called “informational
    requirements” for making Trustee nominations and shareholder proposals to
    facilitate shareholder participation.
  *The Board has endorsed, and will submit to a shareholder vote at the June
    2014 annual meeting, an amendment to CWH’s Declaration of Trust to adopt a
    “plurality voting standard” in contested Trustee elections. The current
    applicable Declaration of Trust provision, which has been in effect since
    CWH’s formation in 1986, requires a majority of shares outstanding for all
    contested Trustee elections.
  *The Board has accelerated its prior commitment to de-stagger the CWH Board
    by presenting a proposal to shareholders to amend CWH’s Declaration of
    Trust at the June 2014 meeting, even prior to resolution of its disputes
    with Corvex Management LP and Related Fund Management, LLC
    (“Corvex/Related”). Because this change may be adopted while the
    Corvex/Related hostile takeover attempts continue, the Board will
    recommend to shareholders that the “de-staggering” of the Board be
    phased-in over a three year period, starting in 2014. In other words,
    assuming shareholders adopt this change at the 2014 annual meeting,
    one-third of the Trustees will be elected in 2014, two-thirds of the
    Trustees will be elected in 2015, and the entire Board will be subject to
    annual elections starting in 2016. To facilitate this change, CWH has
    opted-out of provisions of the Maryland Unsolicited Takeover Act, or MUTA,
    which require a classified or staggered Board.
  *In response to shareholder suggestions, effective immediately, the Board
    has eliminated the so-called “dead hand” provisions of CWH’s shareholders’
    rights plan (the “poison pill”), which prevents dismantling of the pill by
    a successor Board. As announced earlier this year, the Board intends to
    accelerate the expiration of the “poison pill,” which currently expires on
    October 17, 2014, to a date soon after the resolution of the disputes with
    Corvex/Related.

Also, as announced earlier this year, the Nominating and Governance Committee
of the Board (which is comprised solely of Independent Trustees) continues to
work with the executive search firm Korn / Ferry International to identify
potential Independent Trustee candidates to increase the percentage of
Independent Trustees on the CWH Board. The Nominating and Governance Committee
has interviewed several well qualified candidates that have been identified by
Korn / Ferry International during the last few months, and it expects to soon
announce the appointment of additional Independent Trustees to the Board.

CWH’s Independent Trustees issued the following joint statement regarding
today’s announcements:

“In response to shareholder suggestions, the Board continues to move forward
to effect governance changes. The changes announced today provide shareholders
with a clear path to effect any desired change at CommonWealth through
customary channels, and without the disruptive and potentially value
destructive impacts of the hostile takeover advocated by Corvex/Related.”

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

                 WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES
LAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON CWH’S AND ITS
INDEPENDENT TRUSTEES’ PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT
GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME
REASONS WHICH ARE BEYOND CWH’S AND THE INDEPENDENT TRUSTEES’ CONTROL. FOR
THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE OR THEIR
IMPLICATIONS.

          ADDITIONAL INFORMATION REGARDING THE CONSENT SOLICITATION

CWH, its Trustees and certain of its executive officers, and RMR and certain
of its directors, officers and employees may be deemed to be participants in
the solicitation of consent revocations from shareholders in connection with
the solicitation being conducted by Corvex/Related. On December 6, 2013, CWH
filed a preliminary consent revocation statement with the Securities and
Exchange Commission, or the SEC, in response to the Corvex/Related
solicitation. CWH will furnish a definitive consent revocation statement to
its shareholders, together with a WHITE consent revocation card when
available. SHAREHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT AND
ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT
CWH WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity
of the potential participants and their direct or indirect interests, by share
holdings or otherwise, is set forth in the preliminary consent revocation
statement and other materials to be filed by CWH with the SEC in connection
with the solicitation of revocations of consents.

Shareholders may obtain free of charge copies of the consent revocation
statement and any other documents (when available) filed by CWH with the SEC
in connection with the Corvex/Related solicitation at the SEC’s website
(http://sec.gov), at CWH’s website (http://cwhreit.com) or by requesting these
materials from Timothy Bonang, by phone at (617) 796-8222, or by mail at Two
Newton Place, 255 Washington Street, Newton, MA 02458 or by requesting
materials from the firm assisting the CWH in the solicitation of consent
revocations, Morrow & Co., LLC, toll free at (800) 276-3011 (banks and brokers
call collect at (203) 658-9400).

A Maryland Real Estate Investment Trust with transferable shares of beneficial
               interest listed on the New York Stock Exchange.

    No shareholder, Trustee or officer is personally liable for any act or
                           obligation of the Trust.

Contact:

Media:
Joele Frank Wilkinson Brimmer Katcher
Andrew Siegel/Jonathan Keehner
212-355-4449
or
Investor:
CommonWealth REIT
Timothy A. Bonang, 617-796-8222
Vice President, Investor Relations
www.cwhreit.com