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Prime Group Realty Trust Announces Process for Nomination of Persons for Election by the Series B Preferred Shareholders

^{Published on 2010-08-02 14:25:44 - Market Wire}
 

CHICAGO--([ BUSINESS WIRE ])--Prime Group Realty Trust (PINK SHEETS: PMGEP)(the aCompanya) announced today the process by which its Series B Preferred Shareholders may nominate persons for possible election to the Companya™s Board of Trustees in accordance with the Articles Supplementary to the Companya™s Amended and Restated Declaration of Trust (the aArticlesa) and the Companya™s Bylaws.

As of July 31, 2010, six (6) consecutive quarterly dividends payable on the Series B Preferred Shares were in arrears. The Articles provide that if six (6) consecutive quarterly dividends payable on the Series B Preferred Shares are in arrears, the Series B Preferred Shareholders are entitled to elect two (2) additional trustees to serve on the Board. Currently, seven (7) trustees serve on the Board.

The Company intends to call a special meeting of the Series B Preferred Shareholders for the purpose of electing the two (2) additional trustees to serve on the Board. Series B Preferred Shareholders have the right to nominate individuals to stand for election for the two (2) additional trustee positions on the Board.

For a nomination notice to be valid, it must describe various matters regarding the nominee, the nominating Series B Preferred Shareholder and the underlying beneficial owner of the Series B Preferred Shares, if any, on whose behalf the nomination is made, including the following information:

• the name, age, address, principal employment, occupation or business of the nominee, the nominating Series B Preferred Shareholder and the underlying beneficial owner of Series B Preferred Shares, if any, on whose behalf the nomination is made;
• the nomineea™s general biographical information, including the identification of any other boards on which the nominee serves;
• the number of Series B Preferred Shares which are owned beneficially and of record by the nominee, the nominating Series B Shareholder and the underlying beneficial owner of Series B Preferred Shares, if any, on whose behalf the nomination is made;
• a description of any legal proceedings (excluding traffic violations and other minor offenses) involving the nominee during the past ten years;
• a description of any transactions or relationships between the nominee and/or the nominating beneficial owner of the Series B Preferred Shares on one hand, and the Company or its management on the other hand;
• a description of any material proceedings to which the nominee or the nominating beneficial owner of the Series B Preferred Shares, or either of their associates or affiliates, is a party that are adverse to the Company; and
• a description of all agreements, arrangements and understandings between the nominating beneficial owner of the Series B Preferred Shares (or such shareholders, affiliates and associates, or others acting in concert with such shareholder) and the nominee (or such nominees affiliates and associates) pursuant to which the nomination is made.

The nomination notice must be in writing and delivered to the Company Secretary at the Companya™s Chicago headquarters, and it must be accompanied by a written consent of the proposed nominee to being named as a nominee in the meeting notice and to serve as a director if elected. Our Company Secretary will review all the nominations from the Series B Preferred Shareholders, and will forward those that comply with the above-described requirements to the Board for inclusion on the notice of the special meeting of the Series B Preferred Shareholders.

Assuming the Company receives one or more valid nominations of persons to stand for election to the Board by the Series B Preferred Shareholders, the Board will meet to set the date for the special meeting of the Series B Preferred Shareholders and the record date for such meeting. After the date and record date of the special meeting is determined by the Board, the Company intends to send notice of the special meeting to each Series B Preferred Shareholder.

About Prime Group Realty Trust

Prime Group Realty Trust is a fully-integrated, self-administered, and self-managed real estate investment trust (REIT) which owns, manages, leases and redevelops office real estate, primarily in metropolitan Chicago. The Company currently owns 5 office properties containing an aggregate of approximately 1.6million net rentable square feet and a joint venture interest in one office property comprised of approximately 101,000 net rentable square feet. For more information about Prime Group Realty Trust, contact the companya™s Chicago headquarters at (312) 917-1300 or visit its website at [ www.pgrt.com ].

Certain statements contained in this press release may constitute aforward-looking statementsa within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect managementa™s current views with respect to future events and financial performance. The words, abelieves,a aexpects,a aanticipates,a aestimates,a and similar words or expressions are generally intended to identify forward-looking statements. Actual results may differ materially from those expected because of various risks and uncertainties, including, but not limited to, changes in general economic conditions as well as adverse changes in real estate markets.