FPO First Potomac Realty Trust of Beneficial Interest (delisted)

PROPOSAL 3—PROPOSAL TO APPROVE ADJOURNMENTS OF THE SPECIAL MEETING

We are asking our shareholders to vote on a proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the REIT Merger and the other transactions contemplated by the Merger Agreement.

If the number of Common Shares voting in favor of Proposal 1 to approve the REIT Merger and the other transactions contemplated by the Merger Agreement is insufficient to approve Proposal 1 at the time of the Special Meeting, then the Company may move to adjourn the Special Meeting in order to enable the Board of Trustees to solicit additional proxies in favor of such proposal. In that event, shareholders will be asked to vote only upon the adjournment proposal, and not on any other proposal, including Proposal 1. If the Company’s shareholders approve the adjournment proposal, the Company may adjourn the Special Meeting one or more times and use the additional time to solicit additional proxies, including the solicitation of proxies from shareholders that have previously returned properly executed proxies or authorized a proxy by using the Internet or telephone. Among other things, approval of the adjournment proposal could mean that, even if the Company has received proxies representing a sufficient number of votes against the approval of Proposal 1 such that the proposal would be defeated, the Company may adjourn the Special Meeting without a vote on Proposal 1 and seek to obtain sufficient votes in favor of approval of Proposal 1 to obtain approval of that proposal.

Approval of this proposal requires the affirmative vote of the holders of a majority of the votes cast on the proposal (regardless of whether there is a quorum present). Abstentions are not considered votes cast and therefore will have no effect on the outcome of this proposal. Approval of this proposal is a not a condition to the completion of the mergers.

Recommendation of our Board of Trustees:

Our Board of Trustees unanimously recommends that our shareholders vote “ FOR ” the adjournment proposal.

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THE PARTIES TO THE MERGERS

First Potomac Parties

First Potomac Realty Trust, referred to herein as “First Potomac” or the “Company”, a Maryland real estate investment trust formed in 2003, is a self-administered, self-managed real estate investment trust that focuses on owning, operating, developing and redeveloping office and business park properties in the greater Washington, D.C. region. The Common Shares are publicly traded on the New York Stock Exchange (NYSE: FPO).

We conduct our business through First Potomac Realty Investment Limited Partnership, our operating partnership, referred to herein as the “Company LP”. We are the sole general partner of, and, as of June 30, 2017, owned 95.8% of the common interest in, the Company LP. The remaining common interests in the Company LP are limited partnership interests that are owned by unrelated parties. The Company and the Company LP are collectively referred to as the “First Potomac Parties.”

At June 30, 2017, we wholly owned properties totaling 6.0 million square feet and had a noncontrolling ownership interest in properties totaling an additional 0.4 million square feet through two unconsolidated joint ventures. We also owned land that can support 0.4 million square feet of additional development. Our consolidated properties were 92.6% occupied by 378 tenants at June 30, 2017. We do not include the square footage of properties in development or redevelopment, which totaled 0.1 million square feet at June 30, 2017, in our occupancy calculation. We derive substantially all of our revenue from leases of space within our properties. As of June 30, 2017, our largest tenant was the U.S. government, which accounted for 13.8% of our total annualized cash basis rent, and the U.S. government combined with government contractors accounted for 20.8% of our total annualized cash basis rent as of June 30, 2017. We operate so as to qualify as a REIT for federal income tax purposes.

The address of the First Potomac Parties is 7600 Wisconsin Avenue, 11th Floor, Bethesda, Maryland 20814. The telephone number of the First Potomac Parties is (301) 986-9200.

GOV Parties

Government Properties Income Trust, referred to herein as “GOV”, is a Maryland real estate investment trust. GOV NEW OPPTY REIT, referred to herein as “REIT Merger Sub,” is a newly formed Maryland real estate investment trust and wholly-owned subsidiary of GOV. GOV NEW OPPTY LP, referred to herein as “Partnership Merger Sub,” is a newly formed Delaware limited partnership and majority-owned subsidiary of REIT Merger Sub and wholly-owned subsidiary of GOV. GOV, REIT Merger Sub and Partnership Merger Sub are collectively referred to as the “GOV Parties.”

As of March 31, 2017, GOV owned 74 properties (96 buildings), excluding one property (one building) classified as discontinued operations. GOV’s properties are located in 31 states and the District of Columbia and contain approximately 11.5 million rentable square feet, of which 58.2% was leased to the U.S. government, 21.7% was leased to 13 state governments, 3.2% was leased to four other government tenants, 3.6% was leased to government contractor tenants, 8.4% was leased to various other non-governmental organizations and 4.9% was available for lease as of March 31, 2017 . The U.S. government, 13 state governments and four other government tenants combined were responsible for 87.9% of GOV’s annualized rental income as of March 31, 2017. The term annualized rental income as used in this paragraph is defined as the annualized contractual base rents from GOV’s tenants pursuant to its lease agreements as of the measurement date, plus straight line rent adjustments and estimated recurring expense reimbursements to be paid to GOV, and excluding lease value amortization.

REIT Merger Sub and Partnership Merger Sub were created solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Neither REIT Merger Sub nor Partnership Merger Sub has

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carried on any activities to date other than activities incidental to their formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Subject to the terms of the Merger Agreement, upon completion of the Partnership Merger, the Company LP will survive as a majority-owned subsidiary of the Company and the separate existence of Partnership Merger Sub will cease. Upon completion of the REIT Merger, REIT Merger Sub will survive and the separate corporate existence of the Company will cease and REIT Merger Sub and the Company LP, under the name “GOV NEW OPPTY LP,” will be indirect, majority-owned subsidiaries of GOV.

The address of the GOV Parties is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. The telephone number of the GOV Parties is (617) 219-1440.

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THE SPECIAL MEETING

We are furnishing this Proxy Statement to our shareholders as part of the solicitation of proxies by our Board of Trustees for use at the Special Meeting in connection with the mergers. This Proxy Statement provides our shareholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Purpose of the Special Meeting

This Proxy Statement is being furnished to our shareholders in connection with the solicitation of proxies by our Board of Trustees to be exercised at the Special Meeting to be held on                 , 2017 at                 , Eastern Time, at 7600 Wisconsin Avenue, 11th Floor, Bethesda, Maryland 20814. The purpose of the Special Meeting is for you to consider and vote on the following matters:

We are not aware of any other business to be acted upon at the Special Meeting or any postponements or adjournments thereof. If, however, other matters are properly brought before the Special Meeting or any postponements or adjournments thereof, the persons named as proxies will vote on those matters in their discretion. Holders of a majority of the outstanding Common Shares as of the record date for the Special Meeting must approve the REIT Merger and the other transactions contemplated by the Merger Agreement for the REIT Merger to occur. A copy of the Merger Agreement is attached as Exhibit  A to this Proxy Statement, which we encourage you to read carefully in its entirety.

Record Date, Notice and Quorum

The record date for the Special Meeting is                 , 2017. Holders of Common Shares at the close of business on the record date are entitled to vote or have their votes cast at the Special Meeting. At the close of business on the record date, there were approximately              Common Shares outstanding and entitled to vote at the Special Meeting, held by approximately              holders of record. Shareholders will have one vote for each of the REIT Merger and the other transactions contemplated by the Merger Agreement, the merger-related compensation proposal, the adjournment proposal and any other matter properly brought before the Special Meeting for each Common Share they owned as of the close of business on the record date.

Under our Bylaws, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting constitutes a quorum.

Required Vote

Completion of the REIT Merger requires approval of the REIT Merger and the other transactions contemplated by the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Common Shares as of the record date for the Special Meeting. Each of our shareholders is entitled to cast one vote on each matter presented at the Special Meeting for each Common Share owned by such shareholder on the record date. Because the required vote for this proposal is based on the number of votes our shareholders are entitled to cast rather than on the number of votes cast, failure to vote your Common Shares (including failure to

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give voting instructions to your broker, bank or other nominee) and abstentions will have the same effect as voting “against” the proposal to approve the REIT Merger and the other transactions contemplated by the Merger Agreement.

Approval of the non-binding, advisory merger-related compensation proposal and the adjournment proposal each requires the affirmative vote of the holders of a majority of the votes cast on the proposal. Approval of these proposals is not a condition to the completion of the mergers. For the purpose of these proposals, if a shareholder fails to cast a vote on either of these proposals, in person or by authorizing a proxy, such failure will not have any effect on the outcome of such proposal. In addition, abstentions are not considered votes cast and therefore will have no effect on the outcome of the merger-related compensation proposal or the adjournment proposal.

Brokers, banks or other nominees holding Common Shares in “street name” may vote your Common Shares on the proposal to approve the REIT Merger and the other transactions contemplated by the Merger Agreement, the non-binding, advisory merger-related compensation proposal, or the adjournment proposal, if necessary, only if you provide instructions on how to vote, and your failure to provide instructions will result in your Common Shares not being present at the meeting and not being voted on those proposals, with the same result as a vote against the REIT Merger and no effect on the other proposals. It is very important that ALL of our shareholders vote their Common Shares, so please promptly complete and return the enclosed proxy card.

As of the record date for the Special Meeting, our trustees and executive officers owned and are entitled to vote an aggregate of approximately              Common Shares, entitling them to exercise approximately     % of the voting power of Common Shares entitled to vote at the Special Meeting. Our trustees and executive officers have informed us that they intend to vote the Common Shares that they own in favor of the proposal to approve the REIT Merger and the other transactions contemplated by the Merger Agreement, in favor of the non-binding, advisory merger-related compensation proposal and in favor of the adjournment proposal.

Votes cast by proxy or in person at the Special Meeting will be counted by the person appointed by us to act as inspector of election for the Special Meeting. The inspector of election will also determine whether a quorum is present at the Special Meeting.

How to Authorize a Proxy

Holders of record of Common Shares may vote or cause their Common Shares to be voted by proxy using one of the following methods:

Regardless of whether you plan to attend the Special Meeting, we request that you authorize a proxy to vote your Common Shares as described above as promptly as possible.

If you vote by Internet or telephone, your vote must be received before 11:59 p.m. Eastern Time on                 , 2017, the day before the Special Meeting.

If you own Common Shares through a broker, bank or other nominee, you must provide voting instructions in accordance with the instructions on the voting instruction card that your broker, bank or other nominee provides to you, as brokers, banks and other nominees do not have discretionary voting authority with respect to

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any of the proposals described in this Proxy Statement. You should instruct your broker, bank or other nominee as to how to vote your Common Shares following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank or other nominee who can give you directions on how to vote your Common Shares. If you hold your Common Shares through a broker, bank or other nominee and wish to vote in person at the Special Meeting, you must obtain a “legal proxy,” executed in your favor, from the broker, bank or other nominee (which may take several days).

Proxies and Revocation

If you authorize a proxy, your Common Shares will be voted at the Special Meeting as you indicate on your proxy. If no instructions are indicated when you authorize your proxy, your Common Shares will be voted in accordance with the recommendations of our Board of Trustees. Our Board of Trustees recommends that you vote “ FOR ” the proposal to approve the REIT Merger and the other transactions contemplated by the Merger Agreement, “ FOR ” the approval, on a non-binding advisory basis, of the merger-related compensation proposal and “ FOR ” the adjournment proposal.

You may revoke your proxy at any time, but only before the proxy is voted at the Special Meeting, in any of three ways:

Attendance at the Special Meeting will not, in itself, constitute revocation of a previously granted proxy. If you own Common Shares in “street name,” you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the Common Shares.

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting. If, however, such a matter is properly presented at the Special Meeting or any postponements or adjournments of the Special Meeting, the persons appointed as proxies will have discretionary authority to vote the Common Shares represented by duly executed proxies.

Solicitation of Proxies

We will bear the cost of solicitation of proxies for the Special Meeting. In addition to the use of mails, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our trustees, officers and other employees without additional compensation for such activities. We have engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for a fee of approximately $15,000, plus reimbursement of related expenses. We will also request persons, firms and corporations holding Common Shares in their names or in the names of their nominees, that are beneficially owned by others, to send or cause to be sent proxy materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses in doing so.

Exchange of Common Share Certificates

Our shareholders should not send Common Share certificates with their proxies. A letter of transmittal with instructions for the surrender of Common Share certificates, among other things, will be mailed to our shareholders as soon as practicable following completion of the REIT Merger. See “The Merger Agreement—Exchange and Payment Procedures” beginning on page 66.

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Adjournments

Although it is not currently expected, subject to approval of the adjournment proposal, the Special Meeting may be adjourned for the purpose of soliciting additional proxies if we believe it is reasonably likely that the REIT Merger and the other transactions contemplated by the Merger Agreement will not be approved at the Special Meeting when convened on                 , 2017, or when reconvened following any adjournment. Any adjournments may be made to a date not more than 120 days after the original record date without notice (other than by an announcement at the Special Meeting), by the affirmative vote of the holders of a majority of the votes cast on the adjournment proposal, whether or not a quorum exists.

Postponements

If a quorum is not present, our Board of Trustees may postpone the Special Meeting without the approval of our shareholders to a date not more than 120 days after the original record date (subject to certain restrictions in the Merger Agreement).

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THE MERGERS

General Description of the Mergers

The REIT Merger is one of two separate mergers contemplated by the Merger Agreement. The other, the Partnership Merger, was approved by the Company, in its capacities as the sole general partner and the majority limited partner of the Company LP. Subject to the terms of the Merger Agreement, (i) upon completion of the Partnership Merger, the Company LP will survive as a majority-owned subsidiary of the Company and the separate existence of Partnership Merger Sub will cease and (ii) upon completion of the REIT Merger, REIT Merger Sub will survive and the separate corporate existence of the Company will cease and REIT Merger Sub and the Company LP will be indirect, majority-owned subsidiaries of GOV.

In connection with the REIT Merger, holders of Common Shares will receive an amount of cash per Common Share equal to $11.15, without interest, less any applicable tax withholding. In connection with the Partnership Merger, outside limited partners will receive an amount of cash per partnership unit equal to $11.15, without interest, less any applicable tax withholding, except that each outside limited partner may elect, in lieu of cash consideration, to have such holder’s partnership units exchanged into an equal number of Series A preferred units, subject to certain conditions.

Our Board of Trustees has approved the mergers, the Merger Agreement and the other transactions contemplated thereby and has declared the REIT Merger, the Merger Agreement and the other transactions contemplated thereby advisable and in the best interests of the Company and its shareholders. Our Board of Trustees unanimously recommends that you vote “FOR” the proposal to approve the REIT Merger and the other transactions contemplated by the Merger Agreement.

Background of the Mergers

Our Board of Trustees and management team periodically, and in the ordinary course of business, review and assess the performance, business, strategic direction and prospects of the Company in light of the current business and economic environment, as well as developments in the office REIT sector, the broader commercial real estate market and conditions of the capital markets in connection with our long-term business strategy to enhance value for our shareholders. From time to time, our Board of Trustees and management team have evaluated and considered various potential financial and strategic options in light of industry developments, changing economic and market conditions and challenges facing participants in the commercial real estate industry. Wells Fargo Securities historically has acted as financial advisor to the Company in connection with past strategic alternative assignments and from time to time has met with our Board of Trustees to assist in evaluating market conditions and potential strategic alternatives.

In November 2015, the Company undertook a leadership transition, and Robert Milkovich was promoted to President and Chief Executive Officer (while retaining the chief operating officer role and assuming the role of leading investment activities for the Company) and appointed as a trustee of the Company. In connection with this leadership transition and at the direction of the Board of Trustees, the Company’s management team, with input from outside advisors, conducted a thorough review of the Company’s business, portfolio and property-level operations over the next few months and formulated a strategic business plan for the Company, with a view toward enhancing shareholder value. During this period, the Company’s management regularly updated the trustees on the status of these efforts.

Several times in February 2016, the Company’s trustees and management held formal and informal meetings to discuss the draft strategic business plan for the Company prepared by management. During the course of these meetings, the Company’s trustees and management engaged in discussions regarding, among other things, the Washington, D.C. office market, property-level valuations, balance sheet initiatives, the

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Company’s dividend policy, potential asset dispositions, potential redevelopment opportunities and various strategic initiatives in connection with each of the foregoing. After an extensive review of, and discussions regarding, the business and the portfolio, the Board of Trustees authorized the Company’s management team to present the plan to investors in a public release dated February 22, 2016. Also on February 22, 2016, the Company published presentation materials outlining its strategic business plan, the focus of which was to de-risk the portfolio, de-lever the balance sheet and maximize asset values (the “Business Plan”), and held a conference call with investors to discuss the details of the Business Plan.

Following the announcement of the Business Plan, from time to time, the Company has received unsolicited inquiries regarding potential strategic transactions. In particular, between March 2016 and December 2016, the Company received three formal unsolicited inquiries to acquire the Company.

In March 2016, the Company received an unsolicited letter from a financial advisor representing a joint venture between a China-based private equity firm and a U.S. private investment firm. The letter presented a non-binding indication of interest from the joint venture to engage in discussions with the Company regarding a potential acquisition of the Company at what appeared to be an attractive price range from a credible capital source. The Board of Trustees met to discuss the unsolicited indication of interest, and directed the Company’s management, with the assistance of financial and legal advisors, to review such potential transaction, to enter into a nondisclosure agreement with the joint venture in order to continue discussions with such party and to formally begin the process of evaluating the potential transaction. Following the negotiation and execution of the nondisclosure agreement, the Company provided confidential due diligence materials to the joint venture and its financial advisor.

In May 2016, the joint venture submitted a revised, non-binding indication of interest proposing to acquire 100% of the Company’s outstanding equity for a cash purchase price of $10.50 per share, which was significantly below the purchase price range proposed in the original letter. The Board of Trustees held meetings in May 2016 to discuss the revised proposal, and concluded that the revised proposal did not represent a compelling opportunity that merited further consideration at such time.

Also at one of the May 2016 meetings of the Board of Trustees, which Wells Fargo Securities attended at the invitation of the Company, Wells Fargo Securities provided an overview, and the trustees engaged in discussion regarding, among other things, the global macroeconomic outlook, recent mergers and acquisitions activity, market performance of the REIT sector generally and performance of the Washington, D.C. office market relative to other national gateway markets, as well as potential strategic alternatives for unlocking the Company’s net asset value, including portfolio transactions, joint venture transactions and other strategic transactions. After full discussion, the Board of Trustees directed the Company’s management team, with the assistance of Wells Fargo Securities, to continue exploring whether alternatives to the Company’s Business Plan might merit further consideration by the Board of Trustees, while management continued to implement the Company’s Business Plan.

Also in May 2016, the Company received an unsolicited letter from a real estate private equity firm jointly owned by U.S. investors and a large, China-based real estate developer, which expressed interest in acquiring 100% of the Company’s outstanding equity, but contained no specific price or terms. In June 2016, this party submitted a revised, non-binding indication of interest, dated June 16, 2016, to acquire 100% of the Company’s outstanding equity for a cash purchase price of $10.50 per share, but contained no additional information regarding transaction structure or financing sources. The Board of Trustees met to discuss the revised proposal, and concluded that the revised proposal lacked any meaningful detail that would be necessary in order for the Board of Trustees to properly evaluate both the credibility and the merits of the proposal, and did not represent a compelling opportunity that merited further consideration at such time.

In July 2016, the Board of Trustees met, together with the Company’s management team and representatives from Wells Fargo Securities, to discuss, among other things, a review of potential strategic alternatives.

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Following this discussion, the Board of Trustees expressed a view that the Company’s management team, with the assistance of Wells Fargo Securities, should continue to review potential strategic alternatives that reasonably could be expected to present a compelling opportunity and merit further consideration by the Board of Trustees, while management continued to implement the Company’s Business Plan.

In October 2016, the Company received an unsolicited, non-binding indication of interest from a partnership between a value-oriented investment manager (“Party A”) and its co-investor. The letter presented a non-binding indication of interest for the partnership to engage in discussions regarding a potential acquisition of the Company with a proposed cash purchase price range of $11.00 to $12.00 per share. The Board of Trustees met in October 2016 with the Company’s management team and representatives from Wells Fargo Securities and directed the Company, with the assistance of the Company’s financial and legal advisors, to review such expression of interest, to enter into nondisclosure agreements with Party A and its co-investor in order to continue discussions with such parties and to formally begin the process of evaluating the potential transaction. Following the negotiation and execution of the nondisclosure agreements with Party A and its co-investor, the Company provided confidential due diligence materials to Party A, its co-investor and their representatives.

From October 2016 through early January 2017, in accordance with the directives of the Board of Trustees, the Company’s management team and representatives from Wells Fargo Securities had discussions with Party A and its representatives regarding the initial indication of interest, and the Company’s management provided additional information to Party A about the Company, including during a meeting between the Company’s management and Party A in December 2016. During this period, Party A continually communicated its need for additional time in order to complete due diligence and finalize its underwriting before it could submit a specific proposal for a transaction with the Company. Members of the Company’s management team periodically updated the Board of Trustees regarding these discussions. In conversations with representatives from Wells Fargo Securities, Party A informally communicated that it was analyzing a potential transaction with the Company at a cash purchase price around $11.00 per share. Party A also indicated it did not have its equity financing in place for a potential transaction with the Company. Ultimately, Party A and its co-investor did not submit a more detailed proposal following their due diligence efforts.

In December 2016, representatives of a joint venture sponsored by a private equity firm (“Party B”) called a member of the Company’s management team, and orally communicated Party B’s interest in a potential transaction with the Company. The Company’s management team had follow-up conversations with Party B and its representatives regarding Party B’s interest in the Company, but Party B did not submit a written indication of interest during this period.

As the Company was near completion of the key action items under the Business Plan, throughout January and February 2017, the Company’s trustees and management held formal and informal meetings and discussions on an individual and/or group basis regarding the next phase of the Company’s independent business plan. In particular, the Company’s management team and trustees evaluated the Company’s near-term and long-term independent business plan and possible future performance under various scenarios, including on a stand-alone basis and through growth-oriented acquisition scenarios over a five-year period, with a view toward enhancing shareholder value. During the course of these meetings and discussions, the Company’s management team and trustees evaluated the challenges and execution risks associated with implementing the next phase of the independent business plan, whether on a stand-alone basis or through the various growth-oriented acquisition scenarios.

On February 16, 2017, the Finance and Investment Committee of the Board of Trustees (the “Finance and Investment Committee”) held a meeting, together with members of the Company’s management team, to consider, among other things, the next phase of the independent business plan and possible future performance under various scenarios, including growth-oriented acquisition scenarios over a five-year period, and potential strategic alternatives available to the Company, with a view toward enhancing shareholder value. During this meeting, and in light of the extensive review previously undertaken with respect to implementing the next phase

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of the independent business plan and related challenges and execution risks, a discussion ensued regarding the various options available to the Company in pursuing a formal process to evaluate potential strategic alternatives. Following this discussion, the Finance and Investment Committee recommended that the Board of Trustees approve a comprehensive review and pursuit of various potential strategic alternatives that may be available to the Company.

On February 21, 2017, the Board of Trustees held a meeting, together with members of the Company’s management team and representatives from Wells Fargo Securities and Hogan Lovells US LLP, the Company’s outside legal counsel (“Hogan Lovells”), to discuss, among other things, the Company’s exploration of potential strategic alternatives. The trustees recapped their discussions with management from the previous months, which included reviewing the next phase of the Company’s independent business plan and possible future performance under various scenarios, and the challenges and execution risks associated with continuing to implement the independent business plan. The Board of Trustees then discussed the Finance and Investment Committee’s recommendation that the Company explore various potential strategic alternatives, including a possible sale of the Company. Wells Fargo Securities discussed with the Board of Trustees, among other things, certain financial matters pertaining to the Company, including the Company’s independent business plan and certain financial information that had been prepared by management focused on a growth-oriented strategy. At this meeting, the Board of Trustees considered three primary options: (i) a limited process that would involve approaching a handful of likely qualified buyers; (ii) a broad canvassing of potential qualified buyers in a confidential process; and (iii) a broad canvassing of potential qualified buyers in a public process announced via press release at the time of commencement of the process. Wells Fargo Securities shared its perspectives with the Board of Trustees regarding these options, noting that, based on its understanding regarding the Company’s prior experience with inbound inquiries, a limited process was not as likely to yield an attractive result for the Company and its shareholders as compared to a broadly marketed process. Following this discussion, representatives from Hogan Lovells provided a review of the duties of the trustees under Maryland law with respect to considering possible sale or business combination transactions in order to enhance shareholder value, including through a potential third-party solicitation process. After full discussion, the Board of Trustees unanimously approved the Company undertaking a comprehensive pursuit of various strategic alternatives, including soliciting third-party indications of interest for a merger, business combination or other sale of the Company or some or substantially all of its assets. In taking this action, the Board of Trustees took into consideration, among other things, its knowledge of the business, operations, financial condition, earnings and prospects of the Company, as well as its knowledge of the current and prospective environment in which the Company operates, including economic and market conditions, and its review of the Company’s near-term and long-term independent business plan, including the Company’s possible future performance under various scenarios (in particular, including growth-oriented acquisition scenarios over a five-year period). At the meeting, the Board of Trustees also authorized engaging Wells Fargo Securities as a financial advisor to the Company and engaging Hogan Lovells as the Company’s legal counsel, each specifically in connection with the Company’s strategic alternatives process, and approved the Company entering into retention bonus agreements with certain non-executive officer employees of the Company, as deemed necessary by the executive officers of the Company, to assist with the process. The trustees directed the Company’s management, with the assistance of Wells Fargo Securities, to contact a range of potential investors, including publicly traded REITs, private investment firms and institutional investors (including domestic and foreign investors), for proposals for a possible acquisition of, or business combination transaction with, the Company.

On March 21, 2017, the Board of Trustees held a meeting, together with the Company’s management. During the meeting, among other things, management provided an update on the Company’s process to review potential strategic alternatives, including a proposed initial list of more than 70 potential investors, the planned process for executing nondisclosure agreements with such potential investors, and a potential timeline for officially launching the process. After full discussion, the Board of Trustees expressed consensus that the Company proceed with the process to pursue strategic alternatives.

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Beginning on March 27, 2017, in accordance with the directives of the Board of Trustees, Wells Fargo Securities began contacting potential investors, including publicly traded REITs, private investment firms and institutional investors (including domestic and foreign investors), regarding the Company’s strategic alternatives process. These potential investors were identified based on their perceived interest in a possible acquisition of, or business combination transaction with, the Company, as well as their expected capacity to consummate such a transaction. In the course of discussions with various potential investors during this period, the level of interest of each potential investor in continuing to participate in the Company’s process was assessed, particularly with respect to each investor’s interest in a potential Company-level transaction, and the Company entered into nondisclosure agreements with potential primary investors and their affiliates, co-investors and advisors. The nondisclosure agreements generally provided for restrictions on the use and disclosure of confidential due diligence materials shared by the Company and included customary “standstill” restrictions, which automatically would “fall away” upon the Company entering into a definitive agreement with another party for an acquisition of, or business combination transaction with, the Company. During this period, potential investors and their representatives that entered into nondisclosure agreements with the Company were granted access to the Company’s electronic data room containing detailed property-level, financial and corporate due diligence materials of the Company. Also during this period, the Company’s management regularly updated the trustees on the status of the process to review potential strategic alternatives, and the trustees expressed support for continuing the process.

Beginning on April 20, 2017, the Company’s process letter was sent to the potential investors that had entered into nondisclosure agreements with the Company. The process letter requested that investors submit non-binding indications of interest by May 10, 2017.

On April 24, 2017, certain media outlets published reports that the Company was working with an advisor to explore a potential sale of the Company. In addition, on April 27, 2017, one of the participants in the Company’s process, which had entered into a nondisclosure agreement with the Company, confirmed in its public earnings call that the Company was engaged in such a process and that such party had been formally contacted regarding such process, which confirmation was subsequently reported in various analysts’ reports. Following these reports, additional potential investors contacted Wells Fargo Securities to inquire about participating in the Company’s process.

During the period from March 27, 2017 to May 12, 2017, in accordance with the directives of the Board of Trustees, Wells Fargo Securities contacted 99 potential primary investors on behalf of the Company, other potential investors submitted inquiries to the Company, and the Company ultimately entered into nondisclosure agreements with 39 potential primary investors, including GOV on May 2, 2017. Potential investors that entered into nondisclosure agreements with the Company and their representatives were granted access to the Company’s electronic data room. During this period, the Company’s management regularly updated the trustees on the status of the process to review potential strategic alternatives, both individually and at regularly scheduled meetings of the Board of Trustees, and the trustees expressed support for continuing the process.

On May 10, 11 and 12, 2017, the Company received 10 non-binding indications of interest with respect to a potential Company-level transaction, including four indications confirmed in writing (including from GOV, Party A and Party B), and six communicated orally. In addition, two oral indications of interest in specific Company assets were received, as well as one written indication of interest regarding a structured asset contribution transaction.

On May 15, 2017, the Board of Trustees held a meeting, together with members of the Company’s management team and representatives from Wells Fargo Securities and Hogan Lovells, to discuss the status of the Company’s process to review potential strategic alternatives. Wells Fargo Securities provided an overview of the process to date and a summary of the 10 non-binding indications of interest that had been received for a potential Company-level transaction, as well as the written and oral indications of interest regarding asset transactions, and relayed investor feedback received during the process. Of the four written indications of interest

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for a Company-level transaction, one (Party A) proposed a cash purchase price range of $11.00 to $11.25 per share, two (GOV and Party B) proposed cash purchase prices of $11.00 per share, and one proposed a cash purchase price of $10.00 per share. Of the six oral indications of interest for a Company-level transaction, one proposed a cash purchase price of $9.25 per share, two proposed cash purchase prices of $9.00 per share, and three had not yet proposed a purchase price.

As part of the discussion, Wells Fargo Securities noted that a Company-level transaction likely would have lower execution risk and greater potential to enhance shareholder value than sub-portfolio and individual asset sales. With respect to the six oral indications of interest, Wells Fargo Securities indicated that it was unclear whether those parties would refine or provide additional details regarding their interest. Wells Fargo Securities also noted for the Board of Trustees that the Company’s share price had appreciated since the strategic alternatives process officially launched on March 27, 2017 (noting that the price of the Common Shares was up 5% as of May 12, 2017 versus its peers (which were down 0.2%) and the RMZ REIT Index (which was down 1.3%)), as certain media outlets began to report on April 24, 2017 that the Company was engaged in a process for a potential sale of the Company). After full discussion regarding the indications of interest received, including their relative benefits and risks, and potential next steps for the process, the trustees determined to invite three parties (GOV, Party A and Party B) to participate in “Round II” of the Company’s process, each of which had submitted written proposals with the highest price ranges among the group of potential investors and meaningful detail as to a proposed transaction structure to merit further consideration. Representatives from Hogan Lovells also provided a review of the duties of the trustees under Maryland law with respect to considering a possible change-of-control transaction.

During this period, at the direction of and with input from the Company’s management team, representatives from Hogan Lovells prepared a bid draft merger agreement, which contemplated that the transaction would be structured as a merger of the Company with the acquiring entity for cash and a merger of Company LP with a subsidiary of the acquiring entity for cash or new preferred units in the surviving partnership, at the election of the unitholders. The draft included the election for unitholders so that the transaction would not trigger certain tax indemnity obligations of the Company, which otherwise could have an adverse effect on the purchase price per share obtained in any strategic transaction.

On May 16, 2017, access to the Company’s electronic data room for all parties other than GOV, Party A, Party B and their respective representatives was terminated.

On May 22, 2017, in accordance with the directives of the Board of Trustees, a new process letter was sent to each of the three parties that had submitted the highest offers in Round I of the Company’s process: (i) GOV, which submitted a proposal to acquire 100% of the Company’s outstanding equity for a cash purchase price of $11.00 per share; (ii) Party A, which, with an additional co-investor, submitted a proposal to acquire 100% of the Company’s outstanding equity for a cash purchase price of $11.00 to $11.25 per share based on due diligence materials obtained during 2016 under the nondisclosure agreements entered into with the Company in November 2016, as amended in May 2017, after having declined to execute new nondisclosure agreements to participate in the Company’s formal process or receive access to the electronic data room; and (iii) Party B, which in December 2016 had orally communicated to the Company’s management its interest in a potential transaction, submitted a proposal to acquire 100% of the Company’s outstanding equity for a cash purchase price of $11.00 per share. The process letter set forth the Company’s expectations for a Company-level transaction and requested from each party: (i) the submission of a definitive proposal by June 13, 2017, including the transaction consideration and structure for the transaction; (ii) the submission of a mark-up of the bid draft merger agreement by June 8, 2017 (and specifically stated that bidders should not merely submit an issues list in lieu of a mark-up of the bid draft merger agreement); (iii) information regarding any debt and equity financing, including any commitment letters; (iv) completion of all due diligence regarding the Company; and (v) additional information regarding the proposed transaction, including with respect to the expected timing for entering into and closing under a definitive agreement and any required approvals, including confirmation that any internal approvals had been obtained prior to submitting the definitive proposal.

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On May 24 and 25, 2017, members of the Company’s management team met with principals and representatives of GOV to discuss the Company’s business, portfolio and property-level operations.

On May 25, 2017, the Company posted a bid draft merger agreement to the Company’s electronic data room for review by GOV, Party A, Party B and their respective representatives (each of these parties received the same form of the bid draft merger agreement).

On June 1, 2017, members of the Company’s management team met with principals and representatives of Party A to discuss the Company’s business, portfolio and property-level operations.

On June 7, 2017, legal counsel for Party B provided an issues list regarding the Company’s bid draft merger agreement. In this issues list, certain provisions of the bid draft merger agreement were not addressed or were noted as to be determined or subject to due diligence, including the amount of the reverse termination fee to be paid by Party B if it did not proceed to closing. In addition, the issues list contemplated proposals more customary for an asset transaction than a Company-level transaction, including the requirement for a net working capital adjustment and the concept of a “property material adverse effect.”

Also on June 7, 2017, during a meeting between members of the Company’s management team and representatives of Party A, as well as during a telephone call between representatives of Party A and Wells Fargo Securities, Party A indicated that it would need an additional two to three weeks to submit a specific proposal for a transaction with the Company. Representatives for Party A subsequently submitted a mark-up of the bid draft merger agreement on June 8, 2017. Among other things, the mark-up proposed a closing condition with respect to CFIUS clearance for Party A and omitted certain information, including the price per share merger consideration.

On June 8, 2017, members of the Company’s management team met with principals and representatives of Party B to discuss the Company’s business, portfolio and property-level operations.

Also on June 8, 2017, at the direction of the Company, representatives from Wells Fargo Securities had a status update call with members of GOV’s management team. GOV’s management indicated that GOV and its representatives were working diligently to complete a definitive proposal for Round II, including completing their mark-up of the bid draft merger agreement.

On June 13, 2017, the Company received a submission from GOV, which included: (i) a letter, dated June 13, 2017 and signed by Mr. David M. Blackman, president and chief operating officer of GOV, setting forth a proposal for GOV to acquire 100% of the Company’s outstanding equity for a cash purchase price of $11.00 per share; (ii) a detailed mark-up of the bid draft merger agreement; and (iii) a commitment letter from Citigroup Global Markets Inc. (“Citigroup”), which also serves as GOV’s financial advisor with respect to the mergers, for an unsecured $750 million bridge loan facility to be made to GOV. In its proposal letter, GOV indicated that it had substantially completed its due diligence of the Company, had or would have sufficient cash to fund the transaction (through the bridge loan facility together with capacity under its existing revolving credit facility and the planned assumption of certain mortgage debt of the Company), had substantially completed the prospectus supplement for an equity offering contemplated in connection with the transaction and was willing to negotiate and enter into a definitive agreement with respect to the proposal expeditiously. The proposal letter also indicated that the proposal had been approved by GOV’s board of trustees and that the proposed transaction would not require approval of GOV’s shareholders and would not include a financing contingency.

Also on June 13, 2017, the Company received a submission from Party B, which included: (i) a letter, dated June 13, 2017, setting forth a proposal for Party B to acquire 100% of the Company’s outstanding equity for a cash purchase price of $11.15 per share; (ii) an issues list regarding the bid draft merger agreement, including updates to the issues list previously provided on June 7, 2017 (although still noting that certain items were to be determined or subject to the completion of due diligence, including the amount of the reverse termination fee to

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be paid by Party B if it did not proceed to closing); and (iii) a commitment letter from a major lender for debt financing through two first-priority mortgage loans, a short-term loan of up to $320 million and long-term loan of up to $640 million to be made to Party B. In its proposal letter, Party B indicated that it expected to continue conducting due diligence of the Company for an additional two to three weeks (during which period Party B indicated the need to perform physical inspections of the Company’s Washington, D.C. properties and certain other properties, to commission third-party reports, including property condition reports and environmental reports, and to investigate the possibility of selling certain of the Company’s D.C. properties), and requested that the Company enter into an exclusivity agreement with Party B for that two-to-three week period. Party B also proposed a reverse termination fee construct in lieu of full specific performance, but did not propose an amount for the reverse termination fee. Party B’s submission did not provide a mark-up of the bid draft merger agreement, nor any commitment letter for the equity component of financing or sponsor guaranty.

On June 14, 2017, the Company also received a short letter from Party A, which reiterated its need for additional time in order to complete due diligence and finalize its underwriting and debt financing commitment, and which indicated that Party A believed it would be prepared to provide a specific proposal for a transaction with the Company by June 30, 2017. In conversations with representatives from Wells Fargo Securities, Party A had communicated that additional time was needed for underwriting and internal approvals by its foreign investment partners.

Also on June 14, 2017, members of the Company’s management team held a conference call with representatives from Wells Fargo Securities and Hogan Lovells to discuss the recent communications from GOV, Party A and Party B. The Company’s management and its representatives discussed the potential benefits and risks of each proposal, including the greater execution risk presented by Party B given the optional nature of its proposed transaction structure, whereby Party B could terminate the merger agreement for any reason and the Company’s only recourse for Party B’s failure to close would be receipt of the reverse termination fee, as well as Party B’s mortgage-based debt financing, compared to the fully committed proposal by GOV, an investment-grade, publicly traded REIT. Also discussed was a potential timeline for continuing the strategic alternatives process.

On June 16, 2017, the Board of Trustees held a meeting, together with members of the Company’s management team and representatives from Wells Fargo Securities and Hogan Lovells, to discuss updates regarding Round II of the Company’s process. Following a report from the Company’s management, Wells Fargo Securities summarized the terms of the respective proposals by GOV and Party B, and relayed the notice from Party A that it would not be in a position to provide a specific proposal until June 30, 2017. Wells Fargo Securities also summarized its communications with each of the parties since the last meeting of the Board of Trustees, and provided a comparison of each of GOV’s proposal and Party B’s proposal. The Company’s trustees, management and representatives discussed the greater execution risk presented by Party B’s proposal due to the “option-type” reverse termination fee construct of its proposed transaction structure (whereby Party B could terminate the merger agreement for any reason and the Company’s only recourse for Party B’s failure to close would be receipt of the reverse termination fee) and its mortgage-based debt financing, compared to the fully committed proposal by GOV. It was noted that, although GOV’s mark-up of the bid draft merger agreement included a reverse termination fee construct in lieu of full specific performance, Wells Fargo Securities believed, based on its discussions with representatives of GOV and given GOV’s fully financed proposal as a strategic buyer, that GOV would agree to a full specific performance construct, meaning that the Company would be entitled to pursue specific performance to require GOV to consummate the transaction and that GOV would be generally liable on an uncapped basis if it failed to close the transaction. A full discussion ensued among the Board of Trustees, management, Wells Fargo Securities and Hogan Lovells regarding the potential benefits and risks associated with GOV’s and Party B’s respective proposals. The Board of Trustees considered that, although Party B’s proposal included a slightly higher price than GOV’s proposal, pursuing a transaction with GOV would allow the Company to more quickly enter into a favorable definitive merger agreement with GOV on terms providing better certainty that a transaction would be consummated. This decision was based in part on Party B continuing to require two to three weeks of additional time to complete its diligence (during which period

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Party B indicated the need to perform physical inspections of the Company’s Washington, D.C. properties and certain other properties, to commission third-party reports, including property condition reports and environmental reports, and to investigate the possibility of selling certain of the Company’s D.C. properties), while GOV indicated it had substantially completed its due diligence and was prepared to sign a definitive merger agreement within a matter of days.

During this meeting, the trustees also considered the risks associated with engaging in extended exclusive negotiations with Party B, including the fact that the Company, if it were restricted from negotiating with other parties, would continue to face market risk for a longer period while Party B completed its due diligence (including the risk of a reduction in Party B’s offer price given the extensive scope of this proposed additional due diligence), potentially placing the Company in a disadvantaged position to negotiate an agreement that would be fair to the Company and its shareholders. The Company also considered the risk of losing the more certain proposal from GOV while subject to exclusivity with Party B. The Company’s trustees, management and representatives discussed whether granting Party B’s request for two to three weeks, or even a shorter period of seven to 10 days, of additional due diligence would enable more certainty with respect to the parties’ ability to execute on Party B’s proposal. There also was discussion of the termination fees proposed by each of GOV and Party B. The Company’s representatives indicated that both the 4% of equity value proposed by Party B and $30 million fee proposed by GOV were at the higher end of the range of market fees, and that they would seek to negotiate with both parties for a lower termination fee. During the discussion, the Board of Trustees determined that both parties should be encouraged to improve their proposed purchase price and other terms of their proposals (including with respect to conditions and deal certainty) and the importance of submitting a mark-up of the bid draft merger agreement and otherwise solidifying its proposal should be emphasized to Party B. The trustees and the Company’s representatives also discussed the risk of waiting for the parties to improve their proposals, in that one or both of the parties could choose to disengage from the Company’s process, and the Company’s representatives were instructed to move quickly in discussing matters with GOV and Party B while continuing to wait for feedback from Party A. Following this discussion, representatives from Hogan Lovells reviewed with the Board of Trustees again the duties of the trustees under Maryland law with respect to considering a possible change-of-control transaction. A full discussion ensued. The Board of Trustees also discussed Wells Fargo Securities’ disclosures to the Board of Trustees regarding its material relationships with GOV, Party A, Party B and certain related entities.

Following this meeting, in accordance with the directives of the Board of Trustees, on June 17, 2017, representatives from Wells Fargo Securities had telephone calls with representatives of Party B to encourage Party B to provide a mark-up of the bid draft merger agreement in order to fully assess Party B’s proposal and to seek clarification on various matters, including the timeline for, and contingencies regarding, Party B’s due diligence review, specific steps to closing and associated timing for execution of a definitive agreement and announcement of a transaction, as well as an indication of Party B’s ability to improve the economic terms of its proposal. Also on June 17, 2017, as instructed, representatives from Wells Fargo Securities held a telephone call with Mr. Blackman of GOV and GOV’s financial advisor, Citigroup, to communicate the need for GOV to refine its proposed purchase price and agree to provide full specific performance and uncapped damages for failure to close the transaction in lieu of a reverse termination fee construct. A request was also made for clarification regarding specifics steps to closing and associated timing for execution of a definitive agreement and announcement of a transaction. In addition, representatives from Hogan Lovells and the Company’s management team prepared a revised draft merger agreement in response to GOV’s mark-up, which, among other things, rejected GOV’s proposed reverse termination fee construct and instead provided for full specific performance and uncapped damages for failure to close the transaction. Representatives of the Company provided the revised draft merger agreement to GOV on June 19, 2017.

On June 20, 2017, GOV submitted a letter signed by Mr. Blackman setting forth a revised proposal for GOV to acquire 100% of the Company’s outstanding equity for a cash purchase price of $11.15 per share, and indicating that GOV would agree with the Company’s request for an express right to seek full specific performance in lieu of a reverse termination fee. Attached to the letter was an exclusivity agreement signed by

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Mr. Blackman, which provided for exclusivity through July 1, 2017. The letter indicated that the purchase price of $11.15 per share was GOV’s “best and final offer” and further provided that, in the absence of the Company entering into an exclusivity agreement with GOV by noon on June 22, 2017, GOV’s offer would be deemed withdrawn and GOV would cease any further work on a potential transaction with the Company. During the business hours of June 20, 2017, members of the Company’s management team updated the trustees, provided a copy of GOV’s letter and scheduled a meeting of the Board of Trustees for June 21, 2017 to discuss GOV’s revised proposal, as well as discussions with representatives of Party B.

Also on June 20, 2017, at the direction of the Company, representatives from Wells Fargo Securities informed representatives of Party B that the Board of Trustees was in the process of scheduling a meeting for the morning of June 21, 2017 in order to give Party B an opportunity to respond prior to such meeting. In response, on the evening of June 20, 2017, representatives of Party B contacted representatives from Wells Fargo Securities to discuss the terms of Party B’s proposal and engaged in a series of telephone calls with representatives from Wells Fargo Securities that evening. Over the course of these discussions, a representative of Party B orally communicated that Party B would be willing to increase its proposed purchase price to up to $11.25 per share but would continue to require a reverse termination fee structure in the leveraged private-equity model, with the specific terms and the fee amount to be determined. Representatives from Wells Fargo Securities requested clarification as to whether Party B was proposing an “option-type” reverse termination fee (meaning that Party B could terminate the merger agreement for any reason and the Company’s only recourse for Party B’s failure to close would be receipt of the reverse termination fee). Party B’s representatives confirmed and specifically stated that Party B would only agree to an “option-type” reverse termination fee. Party B’s representatives also indicated that Party B would not be in a position to provide a mark-up of the bid draft merger agreement at such time. As directed by the Company, representatives from Wells Fargo Securities reminded Party B’s representatives of the upcoming meeting of the Board of Trustees scheduled for the morning of June 21, 2017, and specifically requested that Party B provide its revised offer in writing, together with a mark-up of the bid draft merger agreement, prior to the scheduled meeting of the Board of Trustees. Party B’s representatives indicated that it was unlikely that Party B would be able to submit an offer in writing before the scheduled meeting of the Board of Trustees and also indicated that, before entering into a definitive agreement with respect to a transaction, Party B needed to undertake the following prior to entering into a definitive agreement: (i) physically inspect the Company’s Washington, D.C. properties and certain other properties, (ii) complete its due diligence review of all materials in the electronic data room, (iii) complete all due diligence with respect to tax matters and (iv) commence certain third-party reports (property condition reports and environmental reports).

On June 21, 2017, the Board of Trustees held a meeting, together with members of the Company’s management team and representatives from Wells Fargo Securities and Hogan Lovells, to discuss updates regarding the representatives’ discussions with GOV and Party B. Wells Fargo Securities summarized its discussions with GOV and Party B since the last meeting of the Board of Trustees and provided an overview of GOV’s letter, a copy of which was previously provided to the trustees in advance of the meeting. Representatives from Wells Fargo Securities indicated that, based on their discussions with Party B’s representatives the prior evening, it was uncertain whether Party B would submit a revised offer in writing reflecting their latest oral communications. It was also noted that the Company had not received any further meaningful updates from Party A. The trustees and the Company’s representatives discussed the price difference between GOV’s final written proposal and the oral communications of Party B’s representatives, and also discussed the expected timing of signing and closing a transaction with each of the parties and execution risks associated with pursuing a transaction with Party B, especially in light of its repeated request for additional due diligence, continued demand for an “option-type” reverse termination fee and the lack of clarity regarding Party B’s proposal in the absence of a mark-up of the bid draft merger agreement. The trustees and the Company’s representatives further discussed that Party B’s proposal contemplated marketing for sale some or all of the Company’s Washington, D.C. properties prior to closing a merger transaction with the Company and that this simultaneous asset sales process could delay closing of a merger transaction with Party B or otherwise raise the risks that Party B might not proceed to closing the transaction at the agreed upon price, or at all. The view of the Board of Trustees was that Party B’s proposal placed significantly greater execution risk on the Company than did GOV’s proposal. Also,

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the trustees and the Company’s representatives discussed the fact that the proposals by both GOV and Party B contemplated a prohibition on the Company making any further dividend payments prior to closing. Finally, the trustees noted the risks of waiting for an unknown proposal to materialize from Party A, including the risk that Party A might not submit a proposal (as Party A had failed to submit a final proposal in connection with its initial discussions with the Company between October 2016 and January 2017). The trustees then discussed the June 22, 2017 deadline for responding to GOV’s final offer and its impact on the process. The trustees discussed the risks associated with not responding to GOV’s deadline, including the risk that GOV could terminate discussions with the Company, leaving the Company with diminished negotiating leverage if it decided to continue discussions with Party B or, in the event it ultimately made a proposal, with Party A. Following a full discussion, the Board of Trustees voted unanimously to authorize the Company to enter into exclusive negotiations with GOV. The trustees directed the Company’s management team to negotiate and execute the exclusivity agreement with GOV and to proceed with negotiations for a definitive agreement providing for a merger transaction. The Company’s management team and representatives noted that upon entering into an exclusivity agreement with GOV, the Company would be restricted from engaging with any third parties, including Party B and Party A, until the termination of such agreement.

Also on June 21, 2017, representatives of Party B submitted to the Company a short, unsigned letter memorializing Party B’s oral offer and proposing to purchase 100% of the equity of the Company for $11.25 per share with a reverse termination fee of approximately $40 million. The letter did not propose specific timing for entering into a definitive agreement, and no mark-up of the bid draft merger agreement was provided. Members of the Company’s management team updated the Board of Trustees and provided them with a copy of the letter. At its meeting earlier that morning, the Board of Trustees unanimously agreed that, in the event that Party B submitted a revised offer letter, no further meeting was required if Party B’s letter was consistent with its oral offer relayed to representatives of the Company the prior evening and discussed at the meeting. As the terms of the unsigned letter on behalf of Party B were consistent with the terms discussed during the meeting of the Board of Trustees earlier that morning, after updating the Board of Trustees, the Company proceeded, based on the authorization of the Board of Trustees, to enter into exclusive negotiations with GOV.

Later on June 21, 2017, in accordance with the directives of the Board of Trustees, the Company entered into an exclusivity agreement with GOV, which required the Company and its representatives to terminate and cease all discussions with all third parties with respect to any alternative acquisition proposal through 5:00 p.m. (ET) on July 1, 2017 and to notify GOV of any alternative acquisition proposal received by the Company during the exclusivity period. The Company terminated access to the electronic data room for Party A, Party B and their respective representatives.

From June 21, 2017 until the execution of the Merger Agreement on June 27, 2017, representatives of the Company and GOV participated in a series of telephone discussions and other communications in order to discuss matters related to a potential merger transaction, including, among other things, due diligence matters and the potential structure and terms of a transaction, including the treatment of unitholders of Company LP, deal protection provisions, termination rights and fees, specific performance remedies and operational matters. During this period, the Company’s management regularly updated the trustees on the status of discussions with GOV, and the trustees expressed continued support for these discussions.

Also during this period, the Company, GOV and their respective legal representatives continued to negotiate the terms of the merger agreement and related transaction documents. Hogan Lovells, on behalf of the Company, and Sullivan & Worcester LLP (“Sullivan & Worcester”), on behalf of GOV, exchanged several drafts of the merger agreement and related transaction documents and held several conference calls to discuss these drafts and identify items to be discussed among the principals of the Company and GOV. GOV and its representatives also continued to conduct confirmatory due diligence of the Company.

On the morning of Sunday, June 25, 2017, the respective general counsels of the Company and of GOV’s manager, The RMR Group LLC (“RMR LLC”), and representatives from Hogan Lovells and Sullivan &

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Worcester participated in a conference call to discuss the merger agreement and related transaction documents. During this discussion, the parties negotiated the merger agreement and narrowed the outstanding issues to a short list. Shortly after the call, the respective principals of the Company and GOV scheduled a conference call for the morning of June 26, 2017 to discuss the list of outstanding issues.

Late in the evening on Sunday, June 25, 2017, the Company received an unsolicited, unsigned letter from representatives of Party B, which set forth a revised proposal for Party B to acquire 100% of the Company’s outstanding equity for a cash purchase price of $11.40 per share. Other than the revised per share offer price, the letter was not substantially different from the unsigned letter provided by representatives of Party B on June 21, 2017. Party B for the first time also provided a mark-up of the bid draft merger agreement, which had been provided to Round II bidders on May 25, 2017. This mark-up reflected the terms of Party B’s unsigned letter and the issues list it previously provided, including an “option-type” reverse termination fee construct pursuant to which the Company would have no specific performance rights and the Company’s only recourse would be the $40 million reverse termination fee if Party B failed to close when all closing conditions had been satisfied or waived (but not for breach generally). In accordance with its obligations under the exclusivity agreement, the Company promptly informed GOV of the Company’s receipt of Party B’s revised offer.

Early in the morning of June 26, 2017, members of the Company’s management team updated the Board of Trustees, provided them with a copy of the unsolicited, unsigned letter received from representatives of Party B, informed them of management’s upcoming, previously scheduled conference call with GOV and scheduled a meeting of the Board of Trustees for later that day.

Later in the morning of June 26, 2017, executive officers of the Company, a managing trustee and officers of GOV and representatives from Hogan Lovells, Sullivan & Worcester, Wells Fargo Securities and Citigroup participated in two conference calls to discuss the list of outstanding issues between the parties. During these discussions, the Company and GOV reached an agreement in principle on the remaining substantive points in the merger agreement, other than the size of the Company’s termination fee, which the Company advised GOV and its representatives that it was continuing to consider (and would have to discuss with the Board of Trustees).

In the afternoon on June 26, 2017, the Board of Trustees held a meeting, together with members of the Company’s management team and representatives from Wells Fargo Securities and Hogan Lovells, to discuss updates regarding the Company’s negotiations with GOV and Party B’s latest offer, which was previously provided to the Board of Trustees in advance of the meeting. The Company’s management and representatives summarized the discussions between the Company and GOV and indicated that the parties had made significant progress in finalizing the merger agreement and related transaction documents and completing confirmatory due diligence, noting that the principal outstanding point was the size of the Company’s termination fee. They also discussed Party B’s new unsolicited, unsigned letter and mark-up received late Sunday evening, and reviewed the Company’s obligations under its exclusivity agreement with GOV not to engage in discussions with any third party. Wells Fargo Securities summarized for the Board of Trustees its discussions with representatives of GOV regarding GOV’s expected timing for a transaction with the Company, which was to enter into a definitive merger agreement late in the day on June 27, 2017 and to launch an equity offering prior to market open on the morning of June 28, 2017. The trustees and the Company’s representatives discussed the price difference between the two proposals and the relative certainty and potential execution risks presented by each proposal at this stage in the process. It continued to be the unanimous view of the Board of Trustees that Party B’s proposal placed significantly greater execution risk on the Company than did GOV’s proposal. The trustees noted that GOV was prepared to enter into a definitive merger agreement for a fully committed, fully enforceable transaction with the Company immediately upon approval by the Board of Trustees. The trustees and the Company’s representatives also discussed some of the uncertainties still associated with Party B’s proposal, as well as the fact that it was still structured as an “option-type” transaction pursuant to which Party B could terminate the merger agreement for any reason, and a $40 million reverse termination fee would be the Company’s only recourse for Party B’s failure to close the transaction. In addition, the trustees discussed the fact that Party B’s mark-up of the bid draft merger agreement contemplated a simultaneous asset sales process for

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certain assets that could both delay closing and potentially impact the likelihood that Party B would fail to close (and pay the reverse termination fee) or seek revised pricing for the transaction if Party B did not obtain from the proposed asset sales the price contemplated by Party B in underwriting the portfolio (in particular when combining this asset sale concept with the “option-type” structure contemplated by Party B’s offer). In light of this discussion and the continued uncertainty posed by Party B’s proposal, the Board of Trustees indicated continued support for the GOV transaction, but instructed the Company and its representatives to seek an improved offer price and lower termination fee from GOV in light of Party B’s new unsolicited, unsigned letter.

Shortly after the meeting of the Board of Trustees, and as instructed, representatives from Wells Fargo Securities had a telephone call with representatives of Citigroup to relay the request of the Board of Trustees for an improved purchase price and lower termination fee from GOV. Citigroup communicated that GOV already had improved its proposed purchase price from $11.00 per share to $11.15 per share in the proposal submitted on June 20, 2017 and that the representatives of Citigroup believed that $11.15 per share continued to be GOV’s best and final offer. Representatives of Citigroup thereafter confirmed that they had discussed the Board of Trustees’ request with GOV and that GOV indicated that $11.15 per share was its best and final offer and that if a definitive merger agreement was not signed the following day, GOV would terminate discussions with the Company. However, Citigroup indicated that GOV would agree to reduce the Company’s termination fee from the $30 million proposed by GOV to $25 million.

In the evening on June 26, 2017, the Board of Trustees held another meeting, together with members of the Company’s management team and representatives from Wells Fargo Securities and Hogan Lovells, to discuss updates regarding the Company’s continued negotiations with GOV. Wells Fargo Securities summarized its discussions with Citigroup, including the fact that GOV had communicated it was not willing to further increase its final purchase price of $11.15 per share, but would agree to a reduced Company termination fee of $25 million. The trustees and the Company’s representatives discussed the relative certainty of a transaction with GOV, in comparison to Party B’s proposal. The Company’s trustees, management and representatives also again discussed Party B’s contemplated marketing for sale some or all of the Washington, D.C. properties, noting that in earlier communications, they had learned that Party B’s expectations regarding the values it believed could be realized in such sales transactions were, in the Company’s view, aggressive. As a result, the possibility that Party B might not be able to realize its expected proceeds from the sale of such assets, when considered alongside the proposed “option-type” reverse termination fee structure, could present significant execution risks for the Company to consummate a transaction at the agreed upon price, or at all. Also discussed was the recent closing price of the Common Shares, which, at $11.35 per share, was higher than GOV’s offer, although it was noted that GOV’s offer reflected a premium of approximately 9.3% to the Company’s 30-trading day volume weighted average price ended April 24, 2017, the last trading day before media speculation regarding a potential sale of the Company, and a premium of approximately 11.4% over the unaffected closing price for a Common Share on March 24, 2017, the last trading day prior to commencement of the Company’s strategic alternatives process. The Board of Trustees unanimously expressed consensus that the Company should continue to engage in discussions with GOV with a view toward finalizing the merger agreement and related transaction documents, and scheduled a meeting of the Board of Trustees for the following evening.

Following this meeting, in accordance with the directives of the Board of Trustees, on June 26, 2017 and on June 27, 2017, the Company, GOV and their respective representatives continued discussions and made significant progress in finalizing the merger agreement and related transaction documents.

In the evening on June 27, 2017, the Board of Trustees held a meeting, together with members of the Company’s management team and representatives from Wells Fargo Securities and Hogan Lovells, to discuss updates regarding the Company’s continued negotiations with GOV. The Company’s management team provided updates on the Company’s discussions with GOV, including that the merger agreement was substantially complete and that the parties were prepared to enter into a definitive agreement later that night if approved by each party’s board of trustees. The Board of Trustees expressed its consensus view that, as currently contemplated, the proposed transaction with GOV presented a superior transaction to Party B’s current proposal,

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notwithstanding the perceived difference in price, given the certainty, expected speed and contemplated terms of the transaction with GOV, as compared with the same factors in Party B’s proposed transaction. Representatives from Hogan Lovells summarized the terms of the merger agreement and related transaction documents previously provided to the trustees in advance of the meeting and responded to questions from the trustees. Representatives from Hogan Lovells also provided a review of the duties of the trustees under Maryland law with respect to considering a possible change-of-control transaction. The trustees also reviewed and discussed each of the proposed resolutions previously provided to the trustees in advance of the meeting. During an executive session, from which the Company’s management team, including Robert Milkovich, President, Chief Executive Officer and Chief Operating Officer and a trustee of the Company, was excused, the remaining trustees discussed the proposed transaction, management’s role in negotiating the proposed transaction and any potential conflicts of interest in connection therewith, and following that discussion recommended that the full Board of Trustees approve the transaction. Following this discussion, the Company’s management team, including Mr. Milkovich, returned to the meeting, and the trustees continued discussion and evaluation of the proposed transaction. Wells Fargo Securities reviewed its financial analysis of the consideration to be received in the REIT Merger with the Board of Trustees and rendered to the Board of Trustees an oral opinion, confirmed by delivery of a written opinion dated June 27, 2017, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications described in its opinion, the consideration to be received in the REIT Merger by holders of Common Shares (other than the GOV Parties and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. After discussion, the Board of Trustees unanimously determined that the Merger Agreement and related transaction documents were advisable and fair to and in the best interests of the Company and its shareholders and approved the mergers, the Merger Agreement, the other transaction documents and the transactions contemplated thereby and further resolved to recommend to the Company’s shareholders that they vote to approve the REIT Merger and the other transactions contemplated by the Merger Agreement.

Later on June 27, 2017, representatives of the Company and GOV executed the Merger Agreement. Each of the Company and GOV issued a press release announcing the Merger Agreement prior to the opening of trading on June 28, 2017.

Following the execution of the Merger Agreement, in accordance with the terms thereof, the Company sent letters to the parties that had entered into nondisclosure agreements with the Company during its strategic alternatives process, which letters instructed such parties to return or destroy the confidential due diligence materials previously provided through the process.

Recommendations and Reasons for the Mergers

After careful consideration, our Board of Trustees has unanimously approved the REIT Merger, the Merger Agreement and the other transactions contemplated thereby and has declared the REIT Merger, the Merger Agreement and the other transactions contemplated thereby advisable and in the best interests of the Company and its shareholders. Our Board of Trustees unanimously recommends that you vote “ FOR ” the proposal to approve the REIT Merger and the other transactions contemplated by the Merger Agreement, “ FOR ” the non-binding, advisory merger-related compensation proposal and “ FOR ” the adjournment proposal.

In evaluating the REIT Merger, our Board of Trustees consulted with the Company’s executive officers and outside legal and financial advisors and, in reaching its decision to unanimously approve the transactions contemplated by the Merger Agreement, including the REIT Merger and the Partnership Merger, carefully considered numerous factors that our Board of Trustees believed supported its decision, including the following material factors:

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Our Board of Trustees also considered a variety of risks and other potentially negative factors concerning the REIT Merger and the Merger Agreement, including the following:

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The above discussion of the factors considered by our Board of Trustees is not intended to be exhaustive and is not provided in any specific order or ranking, but does set forth material factors considered by our Board of Trustees. In view of the wide variety of factors considered in connection with its evaluation of the mergers and the complexity of these matters, our Board of Trustees did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative or specific weight or values to any of these factors, and individual trustees may have held varied views of the relative importance of the factors considered. Our Board of Trustees viewed its position and recommendation as being based on an overall review of the totality of the information available to it, including discussions with the Company’s management and legal and financial advisors, and considered these factors to be favorable to, and to support, its determination regarding the mergers, and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the mergers, the Merger Agreement and the other transactions contemplated thereby. This explanation of the Company’s reasons for entering into the REIT Merger and other information presented in this section is forward-looking in nature and should be read in light of the “Cautionary Statement Regarding Forward-Looking Statements.”

For the reasons set forth above, our Board of Trustees has unanimously approved the REIT Merger, the Merger Agreement and the other transactions contemplated thereby and has declared the REIT Merger, the Merger Agreement and the other transactions contemplated thereby advisable and in the best interests of the Company and its shareholders. Our Board of Trustees unanimously recommends that you vote “ FOR ” the proposal to approve the REIT Merger and the other transactions contemplated by the Merger Agreement, “ FOR ” the non-binding, advisory merger-related compensation proposal and “ FOR ” the adjournment proposal.

Opinion of the Company’s Financial Advisor

The Company has engaged Wells Fargo Securities to act as the Company’s financial advisor in connection with the mergers. As part of Wells Fargo Securities’ engagement, the Board of Trustees requested that Wells Fargo Securities evaluate the fairness, from a financial point of view, of the consideration to be received in the REIT Merger by holders of Common Shares (other than the GOV Parties and their respective affiliates) pursuant to the Merger Agreement. On June 27, 2017, at a meeting of the Board of Trustees held to evaluate the mergers, Wells Fargo Securities rendered to the Board of Trustees an oral opinion, confirmed by delivery of a written opinion dated June 27, 2017, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken stated in its opinion, the consideration to be received in the REIT Merger by holders of Common Shares (other than the GOV Parties and their respective affiliates) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Wells Fargo Securities’ written opinion, dated June 27, 2017, to the Board of Trustees is attached as Exhibit B to this Proxy Statement and is incorporated in this Proxy Statement by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Wells Fargo Securities in rendering its opinion. The following summary is qualified in its entirety by reference to the full text of the opinion. The opinion was addressed to the Board of Trustees (in its capacity as such) for its information and use in connection with its evaluation of the consideration to be received in the REIT Merger from a financial point of view and did not address any other terms, aspects or implications of the mergers. Wells Fargo Securities’ opinion did not address the merits of the underlying decision by the Company to enter into the Merger Agreement or the relative merits of the mergers compared with other business strategies

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or transactions available or that have been or might be considered by the Company or the Board of Trustees or in which the Company might engage. Wells Fargo Securities’ opinion does not constitute a recommendation to the Board of Trustees or any other person or entity in respect of the mergers, including as to how any holder of any of the Company’s securities should vote or act in connection with the mergers or any other matters.

The terms of the mergers were determined through negotiations between the Company and GOV, rather than by any financial advisor, and the decision to enter into the Merger Agreement was solely that of the Board of Trustees. Wells Fargo Securities did not recommend any specific form of consideration to the Board of Trustees or that any specific form of consideration constituted the only appropriate consideration for the mergers. Wells Fargo Securities’ opinion was only one of many factors considered by the Board of Trustees in its evaluation of the consideration to be received in the REIT Merger and should not be viewed as determinative of the views of the Board of Trustees, management or any other party with respect to the mergers or the consideration payable in the mergers.

In arriving at its opinion, Wells Fargo Securities, among other things:

In connection with its review, Wells Fargo Securities assumed and relied upon the accuracy and completeness of the financial and other information provided, discussed with or otherwise made available to Wells Fargo Securities, including all accounting, tax, regulatory and legal information, and Wells Fargo Securities did not make (and did not assume any responsibility for) any independent verification of such

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information. Wells Fargo Securities relied upon assurances of the Company’s management and other representatives of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts, estimates and other information relating to the Company that Wells Fargo Securities was directed to utilize in its analyses, Wells Fargo Securities was advised by the Company’s management and Wells Fargo Securities assumed that they were reasonably prepared and reflected the best currently available estimates, judgments and assumptions of the Company’s management as to the future financial performance of the Company and the other matters covered thereby. Wells Fargo Securities assumed no responsibility for, and expressed no view as to, such forecasts, estimates or other information utilized in Wells Fargo Securities’ analyses or the judgments or assumptions upon which they were based. Wells Fargo Securities also assumed that there had been no meaningful changes in the condition (financial or otherwise), results of operations, businesses or prospects of the Company since the date of the most recent financial statements and other information provided to Wells Fargo Securities. Wells Fargo Securities relied, at the direction of the Company, upon the assessments of the Company’s management as to, among other things, (i) the potential impact on the Company of certain market, competitive and other trends in and prospects for the real estate industry and related credit and financial markets, including in the greater Washington D.C. and southern Virginia markets, and governmental, regulatory and legislative matters relating to or otherwise affecting the Company, and (ii) existing and future relationships, agreements and arrangements with, and the ability to attract and retain, key employees, property managers, leasing agents, tenants and other commercial relationships of the Company. Wells Fargo Securities assumed, with the Company’s consent, that there would be no developments with respect to any such matters that would be meaningful in any respect to Wells Fargo Securities’ analyses or opinion and that any alternative transaction structure to the mergers as permitted under the Merger Agreement would not impact such analyses or opinion.

In arriving at its opinion, Wells Fargo Securities did not conduct physical inspections of the properties or assets of the Company or any other entity, and Wells Fargo Securities did not make and was not provided with any evaluations or appraisals of the properties, assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any other entity. Wells Fargo Securities also did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters.

In rendering its opinion, Wells Fargo Securities assumed, at the direction of the Company, that the final form of the Merger Agreement, when signed by the parties thereto, would not differ from the draft Merger Agreement reviewed by Wells Fargo Securities in any respect meaningful to Wells Fargo Securities’ analyses or opinion, that the mergers would be consummated in accordance with the terms described in the Merger Agreement and related documents and in compliance with all applicable laws, documents and other requirements without amendment or waiver of any material terms or conditions and that, in the course of obtaining any necessary governmental, regulatory or third party consents, approvals or agreements for the mergers, no delay, limitation or restriction, including any divestiture or other requirements, would be imposed or occur or action would be taken that would be meaningful in any respect to Wells Fargo Securities’ analyses or opinion. Wells Fargo Securities was advised by the Company, and Wells Fargo Securities assumed, that the Company operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes since its election to be taxed as a REIT.

Wells Fargo Securities’ opinion was necessarily based on economic, market, financial and other conditions existing, and information made available to Wells Fargo Securities, as of the date of Wells Fargo Securities’ opinion. Although subsequent developments may affect the matters set forth in its opinion, Wells Fargo Securities does not have any obligation to update, revise, reaffirm or withdraw its opinion or otherwise comment on or consider any such events occurring or coming to Wells Fargo Securities’ attention after the date of its opinion.

Wells Fargo Securities’ opinion only addressed the fairness, from a financial point of view and as of the date of the opinion, of the consideration to be received in the REIT Merger by holders of Common Shares

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(other than the GOV Parties and their respective affiliates) to the extent expressly specified in Wells Fargo Securities’ opinion, without regard to individual circumstances of specific holders that may distinguish such holders or the securities of the Company held by such holders, and no opinion or view was expressed as to the relative fairness or otherwise of any consideration or other amounts payable in respect of any other securities of the Company, including, without limitation, in respect of units of partnership interest in Company LP or any other entity. Wells Fargo Securities’ opinion did not address any other terms, aspects or implications of the mergers, including, without limitation, the form or structure (or any alternative structure) of the mergers or any terms, aspects or implications of any arrangements, agreements or understandings entered into in connection with or contemplated by the mergers or otherwise. In addition, Wells Fargo Securities’ opinion did not address the fairness of the amount or nature of, or any other aspects relating to, any compensation to be received by any officers, directors or employees of any parties to the mergers or any related entities, or class of such persons, relative to the consideration to be received in the REIT Merger or otherwise. Wells Fargo Securities’ opinion also did not address the merits of the underlying decision by the Company to enter into the Merger Agreement or the relative merits of the mergers compared with other business strategies or transactions available or that have been or might be considered by the Company or the Board of Trustees or in which the Company might engage. Wells Fargo Securities also did not express any opinion or view with respect to, and at the direction of the Company relied upon the assessments of representatives of the Company regarding, accounting, tax, regulatory, legal or similar matters as to which Wells Fargo Securities understood that the Company obtained such advice as the Company deemed necessary from qualified professionals. Except as described in this summary, the Company imposed no other instructions or limitations on Wells Fargo Securities with respect to the investigations made or procedures followed by Wells Fargo Securities in rendering its opinion.

In connection with rendering its opinion, Wells Fargo Securities performed certain financial, comparative and other analyses as summarized below. This summary is not a complete description of the financial analyses performed and factors considered in connection with such opinion. In arriving at its opinion, Wells Fargo Securities did not ascribe a specific value to the Common Shares but rather made its determinations as to the fairness, from a financial point of view, of the consideration to be received in the REIT Merger on the basis of various financial and comparative analyses taken as a whole. The preparation of a financial opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a financial opinion is not readily susceptible to summary description.

In arriving at its opinion, Wells Fargo Securities did not attribute any particular weight to any single analysis or factor considered but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses performed and factors considered in the context of the circumstances of this particular transaction. Accordingly, the analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying such opinion. The fact that any specific analysis has been referred to in the summary below is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary. No company is identical to the Company and an evaluation of Wells Fargo Securities’ analyses is not entirely mathematical; rather, such analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies reviewed.

In performing its analyses, Wells Fargo Securities considered industry performance, general business and economic conditions and other matters existing as of the date of its opinion, many of which are beyond the control of the Company or any other parties to the mergers. None of the Company, Wells Fargo Securities or any other person assumes responsibility if future results are different from those described whether or not any such difference is material. Any estimates contained in these analyses and the ranges of values resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of properties, businesses or securities do not purport to be appraisals or necessarily reflect the prices at which

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properties, businesses or securities may actually be sold or acquired. Accordingly, the assumptions and estimates used in, and the results derived from, the following analyses are inherently subject to substantial uncertainty.

Financial Analyses

The following is a summary of the material financial analyses provided on June 27, 2017 to the Board of Trustees by Wells Fargo Securities in connection with its opinion. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of such financial analyses.

Net Asset Value Analysis . Wells Fargo Securities performed a net asset value analysis of the Company based on the Company’s balance sheet data as of March 31, 2017 and other information and data provided by the Company’s management. An estimated aggregate net asset value reference range for the Company was calculated based on the net operating income of, and capital costs related to, the Company’s assets as provided by the Company’s management utilizing an approximately ten-year projected period and market and submarket specific capitalization rates on an asset-by-asset basis taking into account, among other factors, the asset quality, tenant roster, portfolio location, current occupancy levels and lease maturity profiles of such assets. For purposes of its net asset value analysis, Wells Fargo Securities also took into account, based on the Company’s balance sheet as of March 31, 2017 and other information and data provided by the Company’s management, (i) the estimated market value of certain land owned by the Company and the total estimated value of the Company’s cash, cash equivalents and other non-real estate assets as of March 31, 2017 and (ii) the total estimated amount of the Company’s liabilities as of March 31, 2017, with total estimated debt marked to market as of May 31, 2017. This analysis indicated the following approximate implied equity value per share reference range for the Company, as compared to the consideration to be received in the REIT Merger:

Selected Public Companies Analysis. Wells Fargo Securities reviewed and compared financial and operating data relating to the Company and the following seven selected publicly traded REITs with primarily office properties that Wells Fargo Securities deemed generally relevant (the “selected companies”):

Wells Fargo Securities reviewed, among other information, closing stock prices of the selected companies on June 26, 2017 (the last trading day prior to execution of the Merger Agreement) as multiples of calendar years 2017 and 2018 estimated funds from operations per share (“FFO per share”) and funds from operations (“FFO”) as adjusted for certain items, including primarily straight-line rent revenues, recurring capital expenditures, above market and below market lease amortization and non-cash employee compensation per share (“AFFO per share”). Estimated

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financial data of the selected companies were based on publicly available Wall Street research analysts’ estimates and other publicly available information. Estimated financial data of the Company were based on financial forecasts and estimates of the Company’s management.

The overall low to high calendar year 2017 estimated FFO per share and calendar year 2017 estimated AFFO per share multiples observed for the selected companies were 11.9x to 18.1x (with a mean of 14.7x and a median of 14.9x) and 16.3x to 23.7x (with a mean of 21.0x and a median of 22.1x), respectively, and the overall low to high calendar year 2018 estimated FFO per share and calendar 2018 estimated AFFO per share multiples observed for the selected companies were 11.4x to 17.5x (with a mean and median of 14.0x, each) and 16.1x to 22.1x (with a mean of 19.5x and a median of 19.8x), respectively. Wells Fargo Securities then applied selected ranges of calendar year 2017 estimated FFO per share and calendar year 2017 estimated AFFO per share multiples of 12.0x to 15.0x and 18.0x to 21.0x, respectively, and selected ranges of calendar year 2018 estimated FFO per share and calendar year 2018 estimated AFFO per share multiples of 11.0x to 14.0x and 17.0x to 20.0x, respectively, derived from the selected companies to corresponding data of the Company. This analysis indicated an overall approximate implied equity value per share reference range for the Company based on calendar years 2017 and 2018 estimated FFO per share of $9.44 to $12.59 and an overall approximate implied equity value per share reference range for the Company based on calendar years 2017 and 2018 estimated AFFO per share of $8.13 to $12.54 from which Wells Fargo Securities selected the following implied equity value per share reference range for the Company, as compared to the consideration to be received in the REIT Merger:

Discounted Cash Flow Analysis. Wells Fargo Securities performed a discounted cash flow analysis of the Company to calculate a range of implied present values of the unlevered free cash flows that the Company was forecasted to generate during the nine months ending December 31, 2017 through the full fiscal year ending December 31, 2021 utilizing financial forecasts and estimates of the Company’s management. Wells Fargo Securities derived implied terminal values by applying to the Company’s estimated forward cash net operating income a range of exit capitalization rates of 7.40% to 7.60%. Present values (as of March 31, 2017) of cash flows and terminal values were then calculated by Wells Fargo Securities using a discount rate range of 8.25% to 9.25%. This analysis indicated the following approximate implied equity value per share reference range for the Company, as compared to the consideration to be received in the REIT Merger:

Dividend Discount Analysis. Wells Fargo Securities performed a dividend discount analysis of the Company to calculate a range of implied present values of the dividends that the Company forecasted would be payable during the nine months ending December 31, 2017 through the full fiscal year ending December 31, 2019 utilizing financial forecasts and estimates of the Company’s management. Wells Fargo Securities then derived implied terminal values by applying to the Company’s estimated forward-year FFO for the fiscal year ending December 31, 2019 a selected range of terminal FFO multiples of 12.0x to 14.0x. Present values (as of March 31, 2017) of distributable dividends and terminal values were then calculated by Wells Fargo Securities using a selected discount rate range of 10.25% to 11.25%. This analysis indicated the following approximate implied equity value per share reference range for the Company, as compared to the consideration to be received in the REIT Merger:

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Miscellaneous

Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities. Wells Fargo Securities is an internationally recognized investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. The Company selected Wells Fargo Securities as a financial advisor in connection with the mergers because of its qualifications, reputation and experience generally and particularly in the real estate industry and its familiarity with the Company and its business. The issuance of Wells Fargo Securities’ opinion was approved by an authorized committee of Wells Fargo Securities.

The Company has agreed to pay Wells Fargo Securities for its financial advisory services in connection with the mergers an aggregate fee currently estimated to be approximately $9 million, of which a portion was payable upon delivery of its opinion and approximately $8 million is contingent upon consummation of the mergers. The Company also has agreed to reimburse certain of Wells Fargo Securities’ expenses, including fees and disbursements of Wells Fargo Securities’ counsel, and to indemnify Wells Fargo Securities and certain related parties against certain liabilities, including liabilities under the U.S. federal securities laws, that may arise out of Wells Fargo Securities’ engagement.

Wells Fargo Securities and its affiliates provide a full range of investment banking and financial advisory, securities trading, brokerage and lending services in the ordinary course of business, for which Wells Fargo Securities and such affiliates receive customary fees and, given certain policies and procedures designed to preserve the independence of Wells Fargo Securities’ research and credit analysts, the views of such analysts may differ from those reflected in Wells Fargo Securities’ analyses and opinion. In connection with unrelated matters, Wells Fargo Securities and its affiliates in the past have provided, currently are providing and in the future may provide investment banking and certain other financial services to the Company, GOV and certain of their respective affiliates for which Wells Fargo Securities and its affiliates have received and would expect to receive fees including, during the two-year period prior to the date of Wells Fargo Securities’ opinion, having acted or acting as (i) in the case of the Company, (a) agent in connection with the repurchase of certain securities of the Company, and (b) joint lead arranger and joint lead bookrunning manager for, and as a lender under, certain credit facilities of an affiliate of the Company, and (ii) in the case of GOV and certain other entities managed by GOV’s external manager, The RMR Group, LLC (“RMR LLC”), (a) joint bookrunning manager for certain debt offerings of GOV and certain other entities managed by RMR LLC, (b) joint lead arranger, joint lead bookrunner or joint bookrunner and/or administrative agent for, and as a lender under, certain credit facilities of GOV and certain other entities managed by RMR LLC, (c) broker for certain real estate sales and in identifying potential financing sources for the purchase of properties of an entity managed by RMR LLC, and (d) registrar, transfer agent and/or exchange agent for certain securities of GOV and certain other entities managed by RMR LLC. During the two-year period prior to the date of Wells Fargo Securities’ opinion, Wells Fargo Securities received for investment banking services aggregate fees of approximately $370,000 from the Company and/or certain of its affiliates and approximately $ 10 million from GOV and certain other entities managed by RMR LLC. In the ordinary course of business, Wells Fargo Securities and its affiliates may actively trade, hold or otherwise effect transactions in the securities or financial instruments (including bank loans or other obligations) of the Company, GOV, The RMR Group Inc. and certain of their respective affiliates for Wells Fargo Securities’ and its affiliates’ own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities or financial instruments.