Leading Independent Proxy Advisor ISS Endorses Partners REIT's Plan to Internalize Management

TORONTO, May 22, 2013 /CNW/ - Leading proxy advisory firm, Institutional Shareholder Services (ISS), has recommended that unitholders of Partners Real Estate Investment Trust (Partners) (TSX:PAR.UN) vote in favour for the re-election of John van Haastrecht, Louis Maroun, Tim O'Neill and Saul Shulman to the board of trustees. Unitholders will be asked to vote for the nominees at the upcoming annual meeting on June 6, 2013.

ISS is the world's leading provider of corporate governance solutions to the global financial community. More than 1,700 clients rely on ISS' expertise to help them make more informed investment decisions on behalf of the owners of companies.

On May 2, 2013 Partners announced its decision to internalize its management and terminate the management agreement with LAPP Global Asset Management Corp, Partners' external manager and an entity owned by IGW Public Limited Partnership (IGW). Following the announcement IGW indicated its opposition and put-forth its own slate of nominees.

ISS' report recommends unitholders vote against IGW's nominees: James Bullock, Patrick Miniutti, Graham Senst and Wilbur Smith III. Unitholders can do so by voting their BLUE proxy to re-elect the current independent trustees.

In its report ISS concluded: "The internalization of the REIT represents a meaningful step implemented by management [i.e. the independent trustees] in light of the long-term benefits of improved transparency and governance structure that it will bring to the REIT. In particular, the internalization is expected to eliminate the existing conflicts of interest between the [External] Manager and the REIT which is the root cause of the potential governance risks and agency issues. In light of the sound strategic rationale behind the internalization, the dissident has not made a compelling case for change. Hence, votes FOR management nominees are warranted."

"We are very pleased that ISS has reiterated the need to internalize management. Re-electing our independent trustees will ensure a selection of a high quality management team that is focused on Partners and its unitholders," commented Lou Maroun, chair of Partners' board. "By eliminating conflicts of interest between the external manager and Partners, we can continue to work for the best interest of all unitholders."

In previous letters to unitholders the current board of trustees stated that internalizing management will:

• Provide a high quality management team focused on enhancing unit value;
• Result in improved management and governance of Partners;
• Eliminate existing conflicts of interest between the external manager and Partners; and
• Reduce the cost of managing Partners.

Attention Partners Unitholders:

Partners unitholders are urged to protect their investment by voting the BLUE proxy. The voting deadline is 2:30pm (Toronto time) on Tuesday, June 4, 2013.

If you have voted a gold proxy, you can still change your vote, simply by voting your BLUE proxy today.  Your subsequent later dated BLUE proxy will replace any prior dated gold proxy you may have voted.

Unitholders who do not have a BLUE proxy or who have questions about voting their proxy for the upcoming meeting of unitholders should contact Kingsdale Shareholder Services Inc. toll-free at 1-888-518-1565 or [email protected].

About Partners REIT

Partners REIT is a growth-oriented real estate investment trust, which currently owns (directly or indirectly) thirty-eight retail properties, well-located in British Columbia, Alberta, Manitoba, Ontario and Quebec, aggregating approximately 2.7 million square feet of leasable space. Partners REIT focuses on expanding and managing a portfolio of retail and mixed-use community and neighbourhood shopping centres located in both primary and secondary markets across Canada.

*Permission to quote from ISS' report was neither sought nor obtained.

SOURCE: Partners REIT