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COMMONWEALTH REIT

(Name of the Registrant as Specified In Its Charter)

CORVEX MANAGEMENT LP

KEITH MEISTER

RELATED FUND MANAGEMENT, LLC

RELATED REAL ESTATE RECOVERY FUND GP-A, LLC

RELATED REAL ESTATE RECOVERY FUND GP, L.P.

RELATED REAL ESTATE RECOVERY FUND, L.P.

RRERF ACQUISITION, LLC

JEFF T. BLAU

RICHARD O’TOOLE

DAVID R. JOHNSON

JAMES CORL

EDWARD GLICKMAN

PETER LINNEMAN

JIM LOZIER

KENNETH SHEA

EGI-CW HOLDINGS, L.L.C.

DAVID HELFAND

SAMUEL ZELL

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A New Beginning
Presentation to CWH Shareholders
March 12, 2014

2
Table of Contents
Executive Summary
Appendix
I.
Exposing
The
Portnoys’
Scare
Tactics
II.
The
Portnoys’
Latest
Financial
Distortions
III.
The
Portnoys’
Reversible
Governance
Alterations
In
Context
IV.
Widespread
Disapproval
Of
The
Portnoys
V.
History
of
Underperformance

3
Executive Summary

A New Beginning
CommonWealth Shareholders Have A Choice Between Two Paths
CWH has underperformed for years due to a severe misalignment of
interests in an external
management structure through which the Portnoys effectively control CWH despite owning
virtually no stock, with the fees they pay themselves through RMR being their only meaningful
economic interest in the Company
Not surprisingly, CWH's stock generated a cumulative total return of a mere 7% over a nearly
16-year
span
(1)
during
which
time
CWH
paid
RMR
approximately
$791
million
(2)
in
fees
In
glaring
contrast,
Sam
Zell's
track
record
speaks
for
itself:
Mr.
Zell
created
3
of
the
most
successful REITs in history
As evidenced in the chart on the following page, we believe Mr. Zell's chairmanship of EOP,
EQR, ELS has unquestionably maximized value for shareholders over the same 16-year
period in which CWH generated 7% returns
4
The
Portnoys’
path
of
conflicted
external
management,
value
destruction,
and
the absence of accountability, with which CWH shareholders are all too familiar
OR
Sam Zell’s path of aligned internal management and accountability that fosters
the
incentives
critical
in
building
a
successful
company
focused
on
the
long-
term creation of shareholder value
We believe the choice could not be more clear
(1)
From 7/7/1997 (the earliest date on which the Zell-chaired REITs and CWH were  all public) to  2/25/2013 (the last trading day before Corvex and Related filed their initial 13-D).
(2)
RMR fees paid per CWH public filings include SIR. 2013 includes fees paid to SIR after deconsolidation on July 1, 2013 to make the figure comparable to historically disclosed
figures.

The Choice Is Clear:  Value Creation
Sam Zell’s Unrivaled Track Record For Value Creation
Total
Return
Performance
–
Zell-Chaired
REITs
vs.
CWH
vs.
RMR
Fees   
(1)
Total returns through February 25, 2013, the day prior to Related and Corvex’s initial 13-D filing.
(2)
RMR fees paid per CWH public filings include SIR. 2013 includes fees paid to SIR after deconsolidation on July 1, 2013 to make the figure comparable to historically
disclosed figures.
Sources: Company filings, SNL
(1)
(2)
5
($100)
$0
$100
$200
$300
$400
$500
$600
$700
$800
(100%)
0%
100%
200%
300%
400%
500%
600%
700%
800%
1997
2000
2003
2006
2009
2012
CWH
EOP
EQR
ELS
Cumulative RMR
Fees
EOP:
368%
CWH: 7%
EQR:
422%
ELS:
574%
Cumulative RMR
Fees
since
1997: $791 million
(2)
Cumulative total returns
Zell-Chaired REITs
CWH
Variance
Timeframe
EOP
368%
103%
(265%)
7/7/1997 -
2/9/2007
EQR
422%
7%
(415%)
7/7/1997 -
2/25/2013
ELS
574%
7%
(567%)
7/7/1997 -
2/25/2013

6
The Choice Is Clear:  Uniquely Qualified
Sam Zell & David Helfand Have Joined Corvex/Related’s Slate Of Nominees
Mr. Zell is willing to serve as Chairman of the Board, if so appointed by the new Board
–
Mr. Zell is the current Chairman of Equity Residential, Equity LifeStyle Properties,
Covanta Holding Corporation and Anixter International Inc. and the former Chairman of
Equity
Office
Properties
Trust
(formerly
the
largest
REIT
in
the
U.S.)
Mr. Helfand is willing to serve as CommonWealth’s CEO, if so appointed by the new Board
–
Mr. Helfand is Co-President of EGI and has previously served as Executive Vice
President and Chief Investment Officer of Equity Office Properties Trust and President
and CEO of Equity LifeStyle Properties
Mr. Zell and Mr. Helfand bring exceptional investment, real estate and public company
credentials
to
an
already
highly
qualified
slate
of
nominees
Sam Zell is recognized as a founding father of today’s public real estate
industry after creating three of the most successful REITs in history: Equity
Office Properties Trust (“EOP”), Equity Residential (“EQR”), and Equity
LifeStyle Properties (“ELS”)

7
The Choice Is Clear:  Alignment of Interests & Accountability
Board & Management Focused On Increasing Shareholder Value
Sam
Zell
and
David
Helfand
fully
support
efforts
to
maximize
value
at
CommonWealth
for
all
shareholders
and
see
an
attractive
opportunity
at
CommonWealth
uniquely
suited
to
their
expertise
in
leading
public
real
estate
companies
and
in
turning
around
underperforming
assets
Mr.
Zell
and
Mr.
Helfand
plan
to
bring
to
the
Company
their
highly
qualified
and
experienced
management
team
to
execute
on
a
value-driven
strategy
and
utilize
their
expertise
in
turning
around
underperforming
assets
Their
business
philosophy
includes:
A
core
operating
principle
of
aligning
interests
between
company
leadership
and
shareholders
A
conviction
that
an
internal
management
structure
promotes
incentives
to
build
successful
companies
for
the
long-term
creation
of
shareholder
value,
while
external
management
structures
are
flawed
given
inherent
conflicts
of
interest
A
belief
that
shareholders
deserve
good
governance,
transparency
and
accountability
from
company
leadership
A
belief
that
a
public
company’s
fiduciary
responsibility
to
its
shareholders
is
paramount
Led by Sam Zell, our highly qualified nominees offer shareholders a choice to
elect an accountable and properly aligned board charged with being their
advocate

8
The Choice Is Clear:  Good Governance
With Good Governance Shareholders Will Always Have A Choice
“We
are
concerned
about
any
attempts
to
preclude
shareholder
rights,
and
our
companies
are
free
of
such
impediments.”
With
good
corporate
governance,
shareholders
will
be
able
to
hold
their
board
and
managers
accountable
without
having
to
spend
exorbitant
sums
litigating
for
the
right
to
do
so
–
if
shareholders
disapprove
of
our
slate’s
performance,
they
can
simply
nominate
to
replace
them
at
the
next
Annual
Meeting
Annual
elections
for
all
Trustees
beginning
at
the
2014
Annual
Meeting
(no
staggered
board)
–
Plurality
vote
for
contested
elections
A
conventional
notification
process
for
trustee
nominations
and
other
important
Company
business
–
i.e.,
elimination
of
unreasonably
burdensome
ownership/holding
period
requirements
and
other
procedural
roadblocks
No
changes
to
these
provisions
without
a
shareholder
vote
               -Sam Zell, Corvex/Related Press Release, February 11, 2014
The core governance principles below are necessary underpinnings to good governance:

9
The Case For Removal
Irrefutable
“Faced with the very clear prospect of a shareholder-led eviction, we find the board elected to submit little more than a
redux of its previously failed arguments and suspect methodologies. We expect this circumstance speaks less to the
current trustees' ability to submit strong arguments, and more to the fact that there are so few strong arguments to
submit
in
favor
of
the
current
trustees:
CW's
unaffected
returns
have
been
objectively
poor
by
any
reasonable
methodology, the fees paid to RMR have been both exorbitant and disproportionate to the middling gains realized by
investors and the board has more than once attempted to impose sharply regressive governance policies on CW's
independent owners.”
-
Glass Lewis Report, March 6, 2014
Underperformance has been irrefutable;
the unprecedented governance malfeasance undeniable
Every
major
principle
of
our
case
for
removal
has
been
validated
by
multiple
independent
third
parties
For
the
second
time
in
nine
months,
ISS
and
Glass
Lewis,
the
two
leading
independent
proxy
advisory
and
corporate
governance
advisory
firms
in
the
U.S.,
recommended
removal
of
the
entire
Board
“On balance it seems clear –
from the dismal relative and absolute shareholder returns the company eked out before
the dissidents’
arrival, to the dissidents’
central and compelling argument that this underperformance results from a
misaligned external management structure this board nonetheless continues to support, to the overwhelming long-
term evidence of this board’s willingness to unilaterally amend the bylaws in support of entrenchment rather than
accountability –
that the dissidents have made a compelling case that change at the board level is necessary.”
-
ISS Report, February 28, 2014

10
The Case For Removal
Third
Party
Confirmation
–
Indisputable
Underperformance
Corvex and Related have presented to shareholders over the past year
extensive data proving indisputably the abysmal long term underperformance
of CWH's Board and management team
On March 19, 2014, Glass Lewis agreed:
In our view, there is absolutely no way to slice and dice the data in favor of the
Portnoys
–
their
performance
has
been
horrible
“In our
opinion,
this
portion
of
the
overall
argument
is
effectively
concluded,
both
because
the
Trust's
trading
history
since
February
25,
2013
has
been
impacted
by
the
public
involvement
of
Corvex/Related and, of equal import, because the data points prior thereto offer clear and largely
irrefutable perspectives on the performance of incumbent management and the board.
As
covered
at
length
in
our
prior
report,
CW
vastly
underperformed
a
relevant
peer
set,
the
S&P
500
Office
REITs
Index
and
the
S&P
500
REITs
Industry
Index
for
the
one-,
three-
and
five-year
periods
ended February 25, 2013.”
Glass Lewis Report, March 19, 2014

11
The Case For Removal
Third
Party
Confirmation
–
Corporate
Governance
Malfeasance
Corvex
and
Related
have
documented
the
Portnoys’
inexcusable
governance
malfeasance as well as an unmistakable pattern of behavior that leaves no
doubt as to where their true intentions lie
On February 28, 2014, ISS agreed:
“To
breezily
reappoint
[following
the
2013
annual
meeting]
a
nominee
just
rejected
by
four
out
of
five
shareholders
underscores
the
central
concern
the
dissidents
have
articulated:
whether
there
is
any
attentiveness within this board to the concerns of the owners, rather than the managers, of the
company.
The numerous bylaw changes over the past several years—not simply the ones proposed after the
Arbitration Panel ruled against the board—suggest the board’s attention, instead, has gone to
reinforcing its defenses. Particularly noteworthy is the 2008 amendment which require that at least
two
trustees
be
members
of
management
or
involved
in
day-to-day
operations—a
bylaw
which
swims
upstream against the  pronounced, shareholder-driven trend over the last decade of enhancing a
board’s independence from management.”
ISS Report, February 28, 2014
The
Portnoys’
intentions
are
revealed
in
their
actions,
not
in
their
promises
or
what is written in their governing documents

12
The Case For Removal
A Vote on Leadership
When a board deliberately harms shareholder rights through unconscionable tactics to protect
their own interests, accepting flawed governance alterations while leaving the same board in
place simply invites more of the same
Perhaps the most brazen tactic to eviscerate shareholder rights that the Portnoys employed
over
the
past
year
was
a
secret
attempt
to
change
Maryland
law
(1)
:
–
RMR,
an
external
service
provider
that
owns
virtually
no
shares,
sponsored
secret legislation to strip the only right shareholders have to hold them accountable
–
Had they succeeded, the Portnoys would have finally cemented their control over CWH
for good
–
Equally appalling, the Portnoys attempted to railroad their proposal through the Maryland
Assembly at the last minute rather than process it through a standard, legislative process
An imperfect governance framework is only as good as those entrusted
to govern
The consent solicitation before shareholders is not a vote on a revised set of
bylaws, a charter amendment or some other apparatus of governance with
which the Portnoys would like to distract shareholders, but a referendum on
whether or not the individuals sitting on the current Board are fit to lead this
company
(1)
See  SEC filed  presentation  entitled  “The  Portnoys  Unsuccessfully  Try To  Change  Maryland  Law: A Case Study  On The Portnoys’  True Intentions And The
Pernicious Effects Of  External Management” dated  March 7, 2014. Also available at www.shareholdersforcommonwealth.com.

13
The Case For Removal
A Vote on Leadership (cont.)
Imposed illegal, unilateral bylaw amendments to prevent any consent solicitation, a right
plainly granted by the Declaration of Trust since 1986
Effected a massively dilutive equity offering priced at less than 50% of book value, increasing
the share count by 41%
Opted into a provision of the Maryland Unsolicited Takeover Act in a misleading attempt, later
declared invalid, to try to eliminate the right to remove Trustees without cause
Reinstated Trustee Joseph Morea after a nearly 4-1 vote against his re-election at the 2013
annual meeting, and charged him with spearheading corporate governance
Spent
over
$30
million
of
shareholders’
money
on
a
year-long
litigation
process
in
a
brazen
campaign to systematically disenfranchise shareholders
The
Portnoys’
unconscionable
actions
over
the
past
year
speak
volumes
about 
whether they are fit to lead this company
In addition to the secret attempt to change Maryland law, over the past year the
Board also deliberately:
A few months of ineffective governance alterations cannot erase the inexcusable
actions of this Board over the past year, much less 28 years of underperformance

14
The Case For Removal
A Clear and Open Path
The Choice Is Clear
The escape path for long-suffering shareholders leads to a destination that is
indisputably superior to where shareholders have been for 28 years
Sam Zell’s track record in REITs paints a clear picture of what the future CommonWealth will
look like
Meanwhile,
the
Portnoys’
28-year
history
of
underperformance
and
corporate
governance
malfeasance paints an equally clear picture of how the future will look without board removal
The Portnoys are effectively telling shareholders (again) that they do not really
have the ability to exercise their charter-given right to remove the Board,
because now the path to a new board is obstructed by a “parade of horribles”
rather than the Portnoys’
governance malfeasance of the past year
As
we
outline
in
the
Appendix,
we
firmly
believe
the
Portnoys’
“risks”
are
extremely
remote
and are dwarfed by the near certain value destruction that will take place, in our view, if the
Portnoys are left in place
ISS
and
Glass
Lewis
specifically
address
the
Portnoys’
“parade
of
horribles”
and
agree
the
risks are remote
Holders of 70% of the outstanding shares dismissed these scare tactics last year

15
Removal Of The Entire Board Is the Necessary Path
Portnoys Acknowledge Governance Proposals Were Window Dressing
This
comes
after
months
of
touting
their
corporate
governance
“epiphany”
and
telling
shareholders
that
CommonWealth
had
adopted
“best-in-class”
corporate
governance.
Which other hollow Portnoy promises are unilaterally reversible?
–
Exactly how many seats will be up for nomination at the 2014 annual meeting?
•
The
Bylaws
still
contain
a
requirement
that
two
trustees
be
at
all
times
employees
of
RMR.
–
If
Barry
Portnoy
does
not
receive
the
requisite
vote
at
the
2014
annual
meeting,
will
he
accept re-appointment like Joe Morea did in 2013?
–
Will
the
Trustees
amend
the
Bylaws
such
that
the
new
“improved”
nomination
process
cannot be amended without a shareholder vote?
Nothing stops the Board from re-introducing restrictive access provisions like a
3%/3-year holding requirement for nominations at the 2015 Annual Meeting.
–
Why does the Board refute the ability of the Arbitration Panel that protected shareholders’
rights to decide future challenges by shareholders?
That means shareholders who have an issue with future bylaw amendments will have
to spend tens of millions of dollars to initiate a new arbitration while the Portnoys spend
tens
of
millions
of
shareholders’
money
fighting
back.
–
Will the Portnoys try to change Maryland law again?
Ten days before the consent deadline the Portnoys acknowledge – that their proposed Board
de-staggering was a hollow promise that could have been unilaterally reversed at any time.

16
Removal Of The Entire Board Is the Necessary Path
Portnoys Have Actively Opposed The “Customary Channel”
The Portnoys proclaim that the removal of an entire Board is unprecedented,
but so too are the abysmal performance and inexcusable governance
malfeasance at CWH
CalPERS pushed for the annual election of all trustees at Hospitality Properties Trust (HPT),
another RMR-managed REIT every year from 2009-2013
–
In 2012, CalPERS was joined by five other pension funds (CalSTRS, Public Employees’
Retirement Association of Colorado, Florida State Board of Administration, North
Carolina
Retirement
Systems
and
Ohio
Public
Employees
Retirement
System)
–
After 5 years, the Portnoys only proposed the same misleading de-staggering structure
in 2013 that they proposed at CWH
–
Even
if
the
board
is
actually
de-staggered
in
2016,
it
will
have
required
eight
years
to effect change at HPT
•
“For the past three consecutive years, shareowner proposals to declassify the board won overwhelming
support
from
shareowners,
receiving
in
each
year
a
supermajority
of
the
votes
cast
and
a
majority
of
outstanding shares. The proposal received support from over 73 percent of voting shares in 2009, over 90
percent
in
2010
and
over
88
percent
in
2011.
The
company
has
yet
to
adopt
the
reform.”
•
“In 2010, a shareowner proposal to eliminate HPT’s supermajority voting requirements won support of
more than 88 percent of voting shares and 70 percent of the outstanding shares. The company has yet to
adopt this reform.”
Pension
Fund
Letter
to
Shareholders,
April
26,
2012
Instead, the Portnoys claim shareholders have a clear path using “customary
channels,” yet they have repeatedly and actively blocked this path

17
Removal Of The Entire Board Is the Necessary Path
Portnoys Have Actively Opposed The “Customary Channel”
In 2008, Locksmith sought the election of two nominees to the Board of TravelCenters of
America, a Portnoy-managed public company, and a vote to declassify the Board
The
proposals
did
not
even
reach
a
vote
and
Locksmith
was
forced
to
give
up:
Similarly, the “customary channel” did not work out well for Locksmith Capital
Management
“Instead of allowing shareholders an opportunity to vote for our nominees and
shareholder proposals, they invoked meaningless technicalities in order to create a
Soviet style election and entrench the current Board of Directors. This Board has no
shame.”
Locksmith Capital Management, April 2008

18
Removal Of The Entire Board Is the Necessary Path
Potent In-place Bylaws Block The “Customary Channel”
The Portnoys neglect to mention critical gating issues that effectively block
shareholders’
ability
to
achieve
meaningful
representation
on
the
Board
via
the
“customary channel”
The
“Managing
Trustee”
bylaw:
The Portnoys misleadingly claim a majority of the board will stand for one year terms in
2015
–
Yet, the bylaws require two RMR employees to always be on CWH’s Board
–
Barry and Adam Portnoy currently fulfill that requirement but they stand for election in
2014 and 2015, respectively, effectively shielding their two seats from being filled by
new nominees
–
If Barry and Adam Portnoy’s two seats must be held by RMR, shareholders cannot
practically elect new trustees to a majority of the board in 2015 as the Portnoys claim
–
As a result, shareholders must wait until 2016 to effect any real change
–
However even that conclusion assumes the Portnoys do nothing to impede or
frustrate
shareholder
action
as
they
have
repeatedly
done
in
the
past
We have publicly asked the Board to clarify whether they will continue to maintain this
bylaw requirement
–
The Board has yet to respond
The
“Managing
Trustee”
bylaw
exposes
the
Portnoys’
recent
governance
alterations
as
mere window dressing

19
Removal Of The Entire Board Is the Necessary Path
Potent In-place Bylaws Block The “Customary Channel”
(cont.)
Even
if
the
Portnoys
eliminate
the
“Managing
Trustee”
requirement,
they
still
have at their disposal other potent tools that block the “customary channel”
The
Portnoy
Board
retains
the
unilateral
power
to
amend
the
bylaws
–
This power alone has proven to be a potent means of blocking shareholder action as
we discovered over the past year, and Lockwood discovered in 2008
–
Corvex/Related have spent the past year and tens of millions of dollars to strike down
illegal bylaw amendments aimed at eliminating the right to hold a consent solicitation
–
We and the Portnoys are in the same position with the solicitation process that we
would have been in one year ago had the Portnoys not passed illegal bylaw
amendments
–
However, as is their strategy, the Portnoys have succeeded in creating a lengthy and
expensive process for effecting change, while funding their entrenchment with
shareholder funds rather than their own
In other words, nothing stops the Portnoys from re-inserting the 3%/3-year bylaw for
Trustee nominations at future annual meetings
–
In
fact,
Select
Income
REIT
(“SIR”)
–
another
RMR-managed
REIT
–
re-inserted
an
arbitration clause in its bylaws months after clearing SEC comments and going public
–
The SEC had questioned the clause during SIR’s IPO process
The
unilateral
power
to
amend
the
bylaws
exposes
the
Portnoys’
recent
governance
alterations as mere window dressing

20
Removal Of The Entire Board Is the Necessary Path
Potent
In-place
Bylaws
Block
The
“Customary
Channel”
(cont.)
The Portnoy Board also retains the ability to reinstate hand-picked Trustees who fail to be
elected by shareholders
–
The Portnoy Board at CWH reinstated Joe Morea in 2013 after he received the votes of
only 14% of the outstanding shares and 21% of the shares voted
–
The
Portnoy
Board
at
HPT
reinstated
William
Lamkin
in
2013
after
he
received
the
votes of only 31% of the outstanding shares and 43% of the shares voted
–
The
Portnoy
Board
at
HPT
reinstated
Dr.
Bruce
Gans
in
2012
after
he
received
the
votes of only 32% of the outstanding shares and 42% of the shares voted
The
Portnoys
have
also
shown
an
aptitude
for
using
even
the
most
innocuous
bylaws
to
silence shareholders
–
We had to prove to the Portnoys in arbitration that our  record date request had been
sent
via
registered
mail
return
receipt
requested
(which
it
was,
in
addition
to
e-mail,
hand
delivery
and
FedEx),
in
order
to
be
counted
as
a
“valid”
request
(1)
Their long-term pattern of behavior combined with the potent entrenchment tools
still
at
their
disposal
prove
the
Portnoys’
“customary
channel”
is
a
red
herring
designed to trap shareholders in a cycle of litigation and delay
With
no
reliable
ability
to
act
via
the
“customary
channel,”
the
Portnoys’
recent
governance alterations are exposed as mere window dressing
The Portnoys’
potent tools (cont.):
(1)
See
SEC
filed
presentation
entitled
“A
Case
Study
in
‘Worst-In-Class’
Corporate
Governance:
The
Portnoys'
Red
Tape
Bylaws”
dated
February
6,
2014.
Also
available at
www.shareholdersforcommonwealth.com.

21
Removal Of The Entire Board Is the Necessary Path
Portnoys Do Not Prefer Constructive Engagement That Leads to Real Accountability
Corvex/Related strongly prefer constructive engagement, but the shareholders
of CWH have issued a mandate demanding real accountability and an
unambiguous
ability
for
shareholders
to
choose
who
should
manage
their
company
We prefer and have a history of constructive engagement, but based on the
Portnoys’
demonstrated aversion to real accountability, it appears that the
Portnoy Board and real accountability cannot co-exist at CommonWealth
Unfortunately, the Portnoys repeatedly demonstrate an aversion to accountability:
–
They secretly attempt to change state laws to avoid having to face a shareholder vote
–
They impose illegal bylaw amendments to avoid having to face a shareholder vote
–
They reinstate hand-picked trustees who fail to win re-election
–
They publish financial analyses with cherry-picked time frames to exclude periods of
their underperformance
–
They tout recent financial results that exclude hundreds of properties whose
underperformance they are directly responsible
Most telling, the Portnoys continue to cling to the incredulous and intransigent claim that
external management benefits CWH shareholders despite all evidence to the contrary
–
If
that
is
the
Portnoys’
unshakable
belief,
and
they
own
100%
of
the
external
manager,
how
likely
are
they
to
truly
engage
constructively
if
it
means
subjecting
the
external
manager
(and
themselves)
to
real
accountability?

22
Over the past year, the Portnoys have apparently scoured all of CWH’s
documents in search of the most minor technical issues with which to mislead
shareholders and frighten them from voting for change, even though such issues
have little practical relevance
Board Transition
Exposing the Portnoys’
Scare Tactics
Most appalling, however, is that it is well within the ability of the Portnoy  Board to provide for a
seamless transition and thereby preclude their highly unlikely “parade of horribles” 
from ever occurring
With all of the potent tactics at the Portnoys’ disposals to block shareholder action, why is it
impossible for them to use the same tools for the benefit of shareholders, particularly with
assistance from the Arbitration Panel??
What does it say about their true intentions that they don’t?
Ironically, had the Portnoys read the charter’s board removal provisions equally as carefully and
literally, perhaps a year of litigation and tens of millions of dollars in expenses could have been
prevented
As is their custom, the Portnoys are distorting the truth by removing context, misdirecting
shareholders’
attention, and relying on half-truths,
They are effectively telling shareholders (again) that they do not really have the ability to exercise
their
charter-given
right
to
remove
the
Board,
due
to
the
“parade
of
horribles”
that
will
befall
CWH
if they do
In
the
Appendix,
we
address
each
of
the
Portnoys’
scare
tactics
and
explain
what
the
Portnoys
are not telling shareholders about their “parade of horribles”

23
Timeline
The
Panel
set
forth
the
following
procedures
for
the
new
consent
solicitation:
Request for a record date must have been submitted by February 16, 2014
–
Corvex and Related submitted a formal request for a record date on February 14,
2014
CWH must establish a record date that falls within 10 business days of the record date
request
–
On February 10, 2014, CWH announced a record date of February 18, 2014,
conditioned on their receipt of the record date request that Corvex and Related have
now delivered
In accordance with the Arbitration Panel’s interim award our consent solicitation will be
completed no later than March 20, 2014
The Company will have 5 business days to certify the results of the solicitation
If the consent solicitation to remove all the Trustees is successful, the officers of CWH
must promptly call a special meeting of shareholders to elect new Trustees to the Board
The
date
of
the
special
meeting
must
be
within
10
to
60
calendar
days
of
the
date
of
notice of such meeting

24
Voting Instructions
The
Time
to
Act
is
Now
Please
Sign,
Date
and
Return
the
GOLD
Consent
Card
Today
A
Non-vote
is
a
Vote
for
the
Portnoys
Place
your
vote
now
to
remove
the
entire
Board
of
Trustees
Without
complete
removal,
the
remaining
Trustees
would
be
able
to
unilaterally
reinstate
a
removed
Trustee
–
as
they
did
just
last
year
–
or
fill
vacancies
on
the
Board
without
input
from
the
true
owners
of
the
company
–
the
shareholders
Please
note
that
internet
voting
is
NOT
available
-
Shareholders
must
sign,
date
and
return
the
GOLD
Consent
Card
in
the
pre-paid
return
envelopes
provided
If
you
need
assistance
in
executing
your
GOLD
consent
card
or
placing
your
vote,
please
call:
–
Ed
McCarthy
(212-493-6952)
or
Rick
Grubaugh
(212-493-6950)

25
Appendix

26
I. Exposing The Portnoys’
Scare Tactics

27
The
Portnoys
have
repeatedly
stressed
SEC
“sanctions”
(1)
and
NYSE
delisting
as
horrors
that
will
befall
the
Company
if
our
consent
solicitation
is
successful,
because
CommonWealth will temporarily be left without a board with a majority of independent
trustees and an independent audit committee
“The
mission
of
the
U.S.
Securities
and
Exchange
Commission
is
to
protect
investors,
maintain fair, orderly, and efficient markets, and facilitate capital formation.”
-
SEC Mission, available at sec.gov
•
We firmly believe the SEC and NYSE are unlikely to take action for temporary
noncompliance that results from a supermajority of shareholders exercising their
rights and choosing new leaders
•
Regulations requiring a majority independent board and independent audit
committee are intended to ensure accountability to public shareholders
•
Shareholders taking advantage of their first opportunity  in 28 years to hold trustees
accountable should, in our view, be applauded by regulators
Reality
Exposing the Portnoys’
Scare Tactics
Portnoys Fail to Understand Purpose of the SEC & NYSE
(1)
We do note that in their latest Presentation dated March 5, 2014, the Portnoys downgraded the threat level related to SEC matters such that they no
longer refer to “sanctions”.  The Portnoys have not disclosed the reason for their change of heart.
Portnoys’
Complaint

28
Exposing the Portnoys’
Scare Tactics
Portnoys Fail to Understand Purpose of the SEC & NYSE (cont.)
ISS Agrees With Us
“While
the
risk
of
sanction
by
the
SEC
or
delisting
by
the
NYSE
is
a
serious
consideration,
both
the
underlying
reason
for
any
rule
violation—shareholder’s
exercise
of
their
governance
rights,
rather
than
willful
violation
by
a
sitting
board
—
may
mitigate
this
particular
regulatory
risk.
The
point
of
a
regulation
requiring
a
majority-independent
board
or
audit
committee,
after
all,
is
to
help
ensure
accountability
to
public
shareholders
which
might
be
endangered
by
too
close
an
affinity
with
management.
It seems unlikely,
therefore, that regulators would rush to sanction a company where a supermajority of
shareholders felt the entire board had demonstrated such lack of independence that it need
be removed—particularly when the bylaws already provide for a clear, and relatively swift
(in regulatory time), resolution of the unintended regulatory violation.”
-ISS Report , 2/28/14

29
Removal of the Board of Trustees of CommonWealth will give competing landlords an
opportunity to take advantage of the uncertainty
•
Removal of the Trustees will not immediately impact property operations
•
RMR has acknowledged it will continue to manage the properties until the new board
terminates contracts and transitions management
•
Only
5.8%
of
CWH’s
annualized
rental
revenue
expires
during
all
of
2014
(1)
•
Tenants with leases expiring during transition to the new board still face the same
“switching costs”
of tenants whose leases expire outside of a transition period
•
Office tenants are often loathe to disrupt their businesses and incur the costs
associated with moving, with the transition of the CWH Board likely factoring
little into such decisions
•
CBRE
has
agreed
to
provide
interim
property
management
services
(2)
•
Sam Zell and David Helfand plan to bring to CWH their highly qualified and
experienced management team
Reality
Exposing the Portnoys’
Scare Tactics
Management of Properties Will Not Be Immediately Impacted
(1)
Per Company filings.
(2)
CBRE will perform management and leasing services on customary terms to be agreed to in the event CWH’s management agreement with RMR is
terminated.
Portnoys’
Complaint

30
ISS Agrees With Us
Exposing the Portnoys’
Scare Tactics
Management of Properties Will Not Be Immediately Impacted (cont.)
“The actual business risk to the company is less clear, given that there should be no
change to management—at the C-suite level or at the property level. Any competent
competitors would likely try to take advantage of any uncertainty at CommonWealth; at the
same time, it is worth noting that the company leases office space, where tenants generally
lock into multi-year leases and face significant switching costs—in everything from moving
expenses to business disruption—suggesting there is low risk of meaningful lease
cancellations during a comparatively short period between boards. RMR, moreover, will
continue to manage the company under its contract regardless of whether a board is in
place, and the board has stated that it intends to take all appropriate action to mitigate any
resulting harm to Commonwealth and its shareholders’ if the consent solicitation is
successful.”
-ISS Report dated 2/28/14

31
The Portnoys believe that the Rating Agencies are likely to immediately downgrade CWH’s
unsecured debt rating to below investment grade.
Reality
•
It is widely known in the marketplace that rating agencies are deliberative organizations and we fully
expect them to take the time to meet with the new Zell-led board and management team rather than
issue a knee-jerk rating based on false statements issued by the Portnoys prior to their removal
•
Zell-chaired REIT Equity Office Properties was investment grade and operated with prudent financial
management during its  life as a public company
•
Zell-chaired REIT Equity Residential Properties has been investment grade for at least 15 years
•
Zell-chaired REIT Equity LifeStyle Properties has no public debt outstanding or agency rating, but is
operated with modest leverage and prudent financial management policies
•
Corvex and Related have never proposed selling CWH’s best assets and engaging in imprudent
financial management
•
In fact, S&P recently downgraded CWH’s issuer rating to below investment grade status in June
2013, noting concerns that “…external management structures can potentially result in a weaker
alignment of interests between shareholders and management when compared with internally
managed REITs.”
•
Downgrade
was
issued
in
spite
of
the
Portnoys’
massively
dilutive
equity
offering
of
February
2013
which was executed expressly for the purpose of avoiding a rating agency downgrade
Portnoys’
Complaint
Exposing the Portnoys’
Scare Tactics
The Risk Of A Rating Agency Downgrade is Minimal

32
ISS Reaction
Exposing the Portnoys’
Scare Tactics
The Risk Of A Rating Agency Downgrade is Minimal
“The risk of a credit downgrade—which the board argues would be realized ‘immediately’—
is also a credible risk. Shareholders should note, however, that the company was
downgraded in 2013 for, among other things, the competitive risk inherent in having an
external manager structure. As importantly, neither Moody’s nor S&P has issued any
warnings related to, or put the company on credit watch negative for, the risk the board
might be replaced by shareholders, despite the fact the 2013 consent solicitation
demonstrated enough support among shareholders to make that a distinct possibility in the
current effort.  Any rating downgrade issued in response to the removal of the incumbent
board, moreover, would presumably be up for review once a new board were elected—and
a restoration to at least the current rating might be all the more likely if the new board also
acted to eliminate the external management structure which occasioned last summer’s
downgrade.”
-ISS Report dated 2/28/14

33
Removal
of
the
board
will
trigger
preferred
shareholders’
right
to
convert
their
shares
and will dilute existing common shareholders
•
If the consent solicitation is successful, Series D preferred shareholders will have
the
right
to
convert
at
a
2%
discount
to
the
prevailing
market
price
of
the
stock
(1)
•
The governing documents contain a mechanism to repurchase the Series D
preferred shares for its liquidation preference plus accrued dividends which would
enable us to avoid a problem if the current board is willing work together
cooperatively
•
While we believe it is preferable to avoid conversion of the Series D preferred, we
find it ironic that the Portnoys are concerned that preferred shareholders could
convert
their
shares
at
a
price
near
current
levels
(in
the
high
$20’s
per
share),
when
the Portnoys themselves issued shares representing 29% of the current shares
outstanding
at
$19
per
share
one
year
ago
despite
protests
from
their
largest
shareholders
Reality
Portnoys’
Complaint
Exposing the Portnoys’
Scare Tactics
Conversion Of Preferred Stock Is A Minimal Risk
(1)
Market price means, with respect to any Fundamental Change Conversion Date, the average of the Closing Sale Prices of the Common Shares for the
five (5) consecutive Trading Days ending on the third Trading Day prior to the Fundamental Change Conversion Date. See Company Filings.

34
ISS Report
WE AGREE WITH ISS
Exposing the Portnoys’
Scare Tactics
Conversion Of Preferred Stock Is A Minimal Risk
“Without an extant board, the company might in fact be unable to borrow $380 million to
repurchase preferreds from holders who wish to convert, and common shareholders
would experience dilution of about 12%. This is, however, a feature of the preferred
security itself, not a new wrinkle created by the consent solicitation.
Were the company
unable to borrow the $380 million to repurchase the preferreds directly, moreover, it could
achieve the same end—fending off dilution to common shareholders—by authorizing a
repurchase program for an equivalent amount of common shares once a new board is in
place. Any dilution risk which common shareholders would prefer the board eliminate
through cash repurchases, therefore, could be eliminated just as effectively after a new
board is seated.”
-ISS Report dated 2/28/14

35
Upon removal of the board, the Portnoys claim bank lenders will call a default and accelerate
CommonWealth’s debt.
Reality
•
The bank debt is currently trading above par highlighting the high credit quality and safety with which
the market views the debt
•
It is widely accepted amongst sophisticated market participants that institutional lenders have a
strong
preference
to
avoid
acceleration
or
“foreclosure”
due
to
the
substantial
expenses
involved
•
With
the
debt
trading
above
par,
there
is
no
financial
incentive
to
accelerate
or
“foreclose”
and
by
doing so generate a recovery that will likely be less than par due to the expenses involved
•
Institutional lenders are also in the relationship business and not in the business of “foreclosing”
on
valuable,
performing
debt
issued
by
desirable
clients
–
ie,
banks
do
now
want
to
“own”
CWH
in
our
view
•
Sam Zell has a long history of success running public REITs. We believe lenders will be encouraged
by the opportunity for Zell to be chairman of CWH
•
We have publicly committed to purchase 51% of the bank debt to prevent acceleration if necessary
•
Any member of the lending group can therefore sell debt to us rather than incur “foreclosure”
expenses
in
the
highly
unlikely
event
such
member
is
considering
acceleration
•
CWH’s claim that a waiver of default requires two-thirds approval ignores the fact that calling
an acceleration in the first place requires the support of 50% of the debt
•
We will simultaneously seek to obtain waivers from lenders and begin the process to refinance the
debt
if
necessary,
which
we
can
believe
can
be
accomplished
in
a
timely
manner
Portnoys’
Complaint
Exposing the Portnoys’
Scare Tactics
Acceleration Of Debt Is Highly Preventable

36
WE AGREE WITH ISS
ISS Report
Exposing the Portnoys’
Scare Tactics
Acceleration Of Debt Is Highly Preventable
-ISS Report dated 2/28/14
“That lenders might call the company’s debt is possible, but whether it is likely remains unclear. The debt
which is publicly traded currently trades above par, creating an economic disincentive for holders to call
a default. For another, lenders are generally more concerned with changes to a company’s business
outlook—which directly affects a company’s ability to service its debt—than with changes to the
composition of its board. Given the dissidents have nominated Zell, a well-known REIT investor and
executive with a long history of success, lenders might well believe the company’s business prospects
would grow brighter, rather than dim, with the proposed board change.

37
Removal of the board may impact the Company’s ability to pay dividends to shareholders.
Reality
•
The last dividend to shareholders was paid on February 21, 2014
•
Historically, the next dividend will not be paid until late May 2014
•
If the current board decides not to declare and approve payment of the next dividend
before the Trustees are removed, we believe there will be ample time for the new
board to declare and pay the dividend before the end of May
•
We do not believe the potential delay of one quarter’s worth of dividends will harm
shareholders in a material way, particularly in light of the dramatically improved
outlook for the Company under new leadership
Portnoys’
Complaint
Exposing the Portnoys’
Scare Tactics
Next Dividend Can Be Authorized By Current Or New Board

38
II. The Portnoys’
Latest Financial Distortions

39
The Portnoys’
Latest Financial Distortions
Exercise Caution!
On
the
following
pages,
we
highlight
some
of
the
Portnoys’
most
egregious
financial distortions of the truth
Given
the
numerous
errors
and
misleading
financial
analyses
the
Portnoys
have
presented
over
the
last
few
weeks,
we
caution
shareholders
to
view
any
claims
or
statistics
asserted
by
the
Company
with
a
healthy
dose
of
skepticism
Glass Lewis Agrees:
“What it appears the board was ultimately able to take away from this marginally
mitigated
defeat
--
and
how
it
elected
to
address
the
decidedly
foreseeable
effort
by
Corvex
and
Related
to
further
pursue
comprehensive
board-level
change
--
reflects,
in
our view, a disconcertingly intransigent reliance on half-truths, misdirection and flatly
disingenuous analyses as a means to preserve the status quo.”
Glass Lewis Report, March 19, 2014

40
The Portnoys' Latest Financial Distortions
External Management “Benefits Shareholders”
The
Portnoys
make
the
incredulous
claim
that
external
management
“benefits
shareholders”
and
base
this
claim
on
immaterial
financial
metrics
that
are
erroneous
and
extremely
misleading
Further, the statistics the Portnoys tout are the epitome of myopic financial
analysis, a classic example of “losing the forest between the trees”
In reality, the pernicious effects of external management are glaring when viewed through a
more holistic lens:
–
“The externally managed REIT structure creates conflicts of interest that are so severe, we don’t
believe we can quantify the share price discount an investor should require to buy any of these
companies.
As
a
result,
we
have
long
deemed
the
Portnoy
REITs
to
be
‘uninvestable’.”
–
Green
Street,
March 1, 2013
CWH
has
paid
the
Portnoys
nearly
$800
million
in
cumulative
fees
since
1997
while
shareholders
have
experienced
a
meager
7%
total
return
and
-79%
share
price
decline
The
twisted
incentives
of
externalized
management
have
motivated
the
Portnoys
to
engage
in
unconscionable
governance
malfeasance
in
order
to
protect
their
external
fee
stream
Wall Street analysts explicitly discount CWH for its external management structure:
The REIT industry long ago recognized the need to leave behind the inherent flaws of the
external management structure in order to create mutually beneficial and aligned relationships
between shareholders and management
–
Out of approximately 108 equity REITs with greater than a $1 billion market cap and greater than 1
year in the public markets, only seven are externally managed today, five of which are Portnoy REITs

41
The Portnoys' Latest Financial Distortions
G&A Expense
The Portnoys claim that CWH benefits from being externally managed by RMR
based on incorrect & misleading G&A statistics
However,
presenting
G&A
statistics
in
a
vacuum
completely
misses
the
mark,
and
is
an
obvious
attempt
to
distract
shareholders
from
the
real
issues
RMR runs CWH in this manner because they are not in the real estate business, in our view,
but
the
AUM
(1)
business
in
which
they
are
compensated
to
grow
the
size
of
the
Company
rather than its profitability
When comparing NOI margin % as well as same store NOI performance over the last several
years vs a true peer set, CWH has clearly underperformed as shown on pages 84-85
We believe this is explained by, among other things, the fact that G&A at CWH is composed
primarily of fees to RMR and RMR in turn uses only a skeleton leasing and asset
management staff in order to optimize profits for an external service provider:  the Portnoys
Meanwhile, G&A at internally managed REITs
is spent on value additive expenses:  people,
services, equipment, etc., in order to maximize profits for the company rather than for an
outside party
RMR’s
skeleton
leasing/asset
management
staff
manages
5
REITs
(>$20B
in
assets)
and
also the Portnoys’
private real estate holdings, which altogether encompass an excessively
wide range of property types:  office, industrial, retail, hospitality, senior housing, and land
Based on our extensive diligence in the field, the staff at RMR is smaller than that of much
smaller real estate organizations who focus on just a single property type
1)
“AUM”
refers to Assets Under Management.

42
The Portnoys' Latest Financial Distortions
G&A Expense (cont.)
For the record, we also believe that in their presentation of 3/5/14, the Portnoys
understate pro forma G&A expense by 11% and also use a faulty peer set to
create misleading financial analyses
The Company uses a faulty peer set:
–
PKY manages 12.2 million square feet of office space for third parties on top of the 17.6 million square
feet
it
owns
outright
and
therefore
incurs
substantially
greater
G&A
expense
relative
to
Revenues,
Gross Real Estate Assets, and NOI
–
LRY maintains a larger than normal construction and development operation and is also an industrial
property REIT but CWH has very limited industrial exposure in continuing operations
–
CLI’s properties are highly concentrated in a geography that is widely viewed as being in secular or
long
term
decline
and
therefore
generates
below
average
revenues
and
NOI
–
DRE is an industrial REIT and does not belong in the peer set
When the Portnoys’
financial analysis is performed correctly, pro forma G&A expense  ratios
for
CWH
appear
to
be
roughly
in
line
with
a
true
peer
set
rather
than
significantly
better
But
as
we
note
on
the
prior
page,
this
ignores
the
impact
of
the
skewed
incentives
and
poor
management
practices
of
external
management
on
NOI
performance

43
The Portnoys' Latest Financial Distortions
Fourth Quarter 2013 Same Property NOI
The
Portnoys
tout
highly
misleading
Q4
same
property
NOI
results
as
vindication for their purported “business plan”
We remind shareholders that CWH’s same property NOI excludes 205 underperforming
buildings placed in discontinued operations (out of an original portfolio total of 439 at Q4
2012)
that
have
been
either
sold
or
impaired
for
a
total
loss
of
$415
million
(or
$3.51
per
share)
(1)
–
CWH no longer reports same store NOI statistics for this discontinued portfolio
–
The Portnoys would like to disown the abysmal performance record
of the discontinued
portfolio,
but
if
the
Portnoys
are
not
accountable,
who
is?
–
The Portnoys never cease to demonstrate an aversion to accountability
–
As depicted on the following pages: since Q4 2002, CWH has reported 45 quarters of
same
property
NOI
statistics,
during
which
time
there
have
been
7
“flashes
in
the
pan”
of
positive
growth,
while
the
remaining
38
exhibited
average
negative
growth
of
3.6%
(2)
–
During
the
same
time
period,
CWH
total
return
performance
lagged
peers
(3)
by
26%
On the earnings conference call, Adam Portnoy admitted the stated growth rate of 8.4%
would actually be 5%, excluding a nonrecurring expense from Q4 2012
1)
Represents
the
sum
of
1)
Loss
on
asset
impairment
from
discontinued
operations,
2)
Loss
from
discontinued
operations;
and
3)
Net
gain
on
sale
of
properties
from
discontinued operations, for 2012 and 2013, per company filings.
2)
Represents
GAAP
NOI
vs
Cash
NOI.
Unlike
almost
all
other
REITs,
CWH
did
not
begin
disclosing
same
property
NOI
growth
on
a
cash
basis
until
mid-2013.
3)
Peers include: PKY, HIW, CUZ and BDN.
No one but the Portnoys are making the incredulous claim that CWH has outperformed:
We
also
strongly
caution
against
making
long
term
extrapolations
from
a
single
period:

44
The Portnoys' Latest Financial Distortions
Fourth Quarter 2013 Same Property NOI (cont.)
The Dangers of Extrapolation: In 2006, it appeared that CWH’s plan to acquire
to industrial properties was “working”
Year-over-year Same Property NOI Growth 2002-06, by quarter
(12.0%)
(10.0%)
(8.0%)
(6.0%)
(4.0%)
(2.0%)
0.0%
2.0%
4.0%
6.0%

45
The Portnoys' Latest Financial Distortions
Fourth Quarter 2013 Same Property NOI (cont.)
Putting
It
In
Context:
Does
it
look
like
the
Portnoys’
business
plans
have
ever
“worked”?
Year-over-year Same Property NOI Growth since 2002, by quarter

46
The Portnoys' Latest Financial Distortions
Their Business Plan Is “Working”
The Portnoys tout their purported portfolio repositioning as their salvation for
nearly three decades of underperformance
But CWH shareholders have seen this movie before, and know how it ends
Over its 28-year history, CWH has operated a wide variety of property types:
senior housing,
hospitality, industrial, office, land, vineyards, etc.
CWH has also operated in every region of the U.S. as well as internationally
In
other
words,
CWH
has
always
lacked
a
true
strategy
other
than
the
indiscriminate
accumulation of assets to generate fees for an external service provider
Over its history, the Company has transitioned to various property types not for strategic real
estate reasons, in our view, but to optimize the marketing of equity offerings and maximize the
size of the Company
What
shareholders
are
now
witnessing
in
real
time
is
yet
another
such
meandering
transition,
disguised as a “business plan”
Regardless
of
property
type,
geography,
purported
“business
plan,”
or
timeframe,
the results at CWH have always been the same:  dismal underperformance
But what has remained constant is the management team
Rather
than
“reset”
the
property
portfolio,
perhaps
it’s
finally
time
to
“reset”
the
management team

47
The Portnoys’
Latest Financial Distortions
The Portnoys “Cherry-Pick”
Timeframes To Skew CWH Stock Performance
Portnoys’
Distortion
(1)
•
By selecting 1/1/2011 as an end date for their performance
comparison above, the Portnoys ignore the period of 2011
through early 2013 as if they are only accountable for
performance during periods of their choosing
•
The
Portnoys’
actions
repeatedly
demonstrate
an
aversion
to accountability
Reality
See footnotes on p. 88.
•
By selecting 2/28/2014 as an end date for their performance
comparison above, the Portnoys attempt to take credit for
almost
a
full
year
of
stock
performance
that
occurred
after
Corvex and Related filed their initial 13-D
(2)
Excludes over 2 years
of recent history
~1 year after
Corvex/Related’s
initial 13-D filing
Last  trading day
before
Corvex/Related’s
initial 13-D filing
Total Shareholder Return
1/1/2000 to 2/28/2014)
172%
147%
CWH
Office REIT Peers
Average
(
101%
97%
CWH
Office REIT Peers
Average
Total Shareholder Return
(1/1/2000 to1/1/2011)
52%
148%
CWH
Office REIT Peers
Average
Total Shareholder Return
(1/1/2000 to
2/25/2013)
The Portnoys are attempting to disclaim 
selected periods of underperformance, 
while taking credit for outperformance for 
which they are not responsible, but in our 
view there is no way to slice and dice the 
data in favor of the Portnoys – their 
performance has been horrible

48
The Portnoys’
Latest Financial Distortions
More Errors and End Dates
Portnoys’
Distortion
(1)
Reality
1)
CommonWealth REIT Presentation to Shareholders, p. 8, 3/5/14.
Source: Bloomberg, Factset
•
The
Portnoys
select
an
end
date
of
February
22,
2013,
presumably
because
they
prefer
that
shareholders
overlook the massively dilutive equity offering they announced on the next trading day, February 25, 2013, which
drove CWH’s stock price down 12.1%
in a single day
•
Even if February 22 were an appropriate end date, the Portnoys appear to miscalculate CWH’s total return by an
additional 154 percentage points, for a total misstatement of over 200 percentage points
Last  trading day
before
Corvex/Related’s
initial 13-D filing
Total Shareholder Return
(1/2/1990 to 2/22/2013)
639%
589%
CWH
S&P 500 Index
414%
579%
CWH
S&P 500 Index
Total Shareholder Return
(1/2/1990 to 2/25/2013)
The Portnoys selected as an
end date the last trading day
before
the announcement of
their massively dilutive equity
offering which drove the
stock down 12%
While we question the analytical value of comparing an office REIT with the S&P 500 rather than its 
office peers over the extended period  in question, we believe the deceptiveness of the Portnoys’ 
analysis is particularly appalling

49
III. The Portnoys’
Reversible Governance
Alterations In Context

50
The Portnoys’
Reversible Governance Alterations In Context
The Portnoys' Governance Alterations Are Illusory
All of the Portnoys' alterations are ineffective, and most importantly nearly all are reversible
through the extraordinary powers of the Portnoys and their hand-picked Trustees:
–
Require
two
RMR
employees
to
always
be
on
the
Board,
even
though
RMR
owns
no
equity
in
CWH
and
in
our
opinion
has
incentives
diametrically
opposed
to
those
of
shareholders
–
Unilaterally amend the bylaws (while shareholders cannot) to effectively cripple shareholder action
–
Reinstate hand-picked Trustees who fail to be re-elected by shareholders
Further, there is no way to repeal the "Silent Bylaw”:  Shareholders must spend exorbitant
sums in litigation to strike down illegal, unilaterally-passed bylaw amendments simply to
exercise their fundamental right to vote
But the obvious flaw in the alterations is that they require shareholders to trust the same
individuals who deliberately harmed shareholder rights over the past year with actions that we
believe suggest total disdain for shareholder rights
The
Portnoys’
“Check-the-Box”
governance
alterations
create
the
illusion
of
reform,
but
still
bring
zero
incremental
accountability
and
therefore
offer
no
guaranteed
ability
for
shareholders
to
choose
who
runs
their
company
Until CommonWealth’s long-suffering shareholders have the unambiguous ability to choose
who manages their company, history will repeat itself, as the Portnoys delay their day of
judgment through an illusory game of governance restructuring and legal maneuvering, all
the while paying themselves huge fees for underperformance

51
The Portnoys’
Reversible Governance Alterations In Context
Reality
Annual Elections
Portnoys’
Window Dressing
Why It’s All Smoke and Mirrors
Propose
declassification
of
Board
at
the
2014
annual
meeting
Requires a total of 4 annual meetings
•
Bylaws still require two Managing Trustees
to be employees of  RMR, making the
promise of having 2/3 of the Board up for
annual elections in 2015 highly misleading
•
We publicly asked the Board to
clarify this obvious contradiction but
they have refused to respond
•
Charter amendment to de-classify Board
requires a vote of holders of 75% of
outstanding shares at 2014 annual meeting
•
Last year’s quorum was only 67%
•
Can shareholders expect the
Portnoys and CWH to “rock the
vote”
at the 2014 meeting to de-
classify Board, or could they allow
the proposal to languish?

52
The Portnoys’
Reversible Governance Alterations In Context
Why It’s All Smoke and Mirrors
Reality
•
The Board that appointed the two new
“independent”
Trustees is the same one that has
unconditionally supported the Portnoys and re-
appointed Joe Morea after he was voted out of
office at the 2013 annual meeting
•
Why would the new Trustees be any more
“independent”
than Joe Morea, William Lamkin
and Frederick Zeytoonjian?
•
Are shareholders expected to believe
that this time it is different because the
new appointees were found by a
headhunter hired by CWH?
•
Neither
of
the
two
new
“independent”
Trustees
will be up for election at the 2014 annual
meeting
–
they
were
conveniently
added
to
the
classes up for election in 2015 and 2016
•
In fact, Mr. Morea himself also will not be up for
election
in
2014
–
shareholders
cannot
hold him
accountable until 2016
Portnoys’
Window Dressing
Board Composition
•
Size of the Board to be increased
such that the ratio of Independent
Trustees compared to total Trustees
will increase from the current 71% to
at least 75%
•
Added Ronald J. Artinian and Ann
Logan
as
“independent”
Trustees
•
Lead Independent Trustee will be
designated after appointment of
another Trustee. Expected before
2014 annual meeting
•
Added share ownership guidelines

53
The Portnoys’
Reversible Governance Alterations In Context
Why It’s All Smoke and Mirrors
Reality
•
Red
Tape
Bylaws
can
be
amended
at
any
time
by
the
Board without shareholder approval, as they were last
year to prevent ability to hold a consent solicitation; in
fact, shareholders don’t have the right to amend or
modify bylaws at all
•
Shareholders are expected to assume that Bylaws will
not be again amended whenever convenient to the
Portnoys
•
In fact, the Portnoys have proven that they will use the
Red
Tape
bylaws
–
even
the
most
innocuous
ones
–
to
silence shareholders
•
Portnoys’
Window Dressing
Red Tape Bylaws
Bylaws amended to have a seemingly less
offensive process of trustee nominations at
annual meeting
•
Nothing stops Board from re-inserting the 3%/3-
year bylaw for Trustee nominations before the 2015
annual meeting
•
In fact, Select Income REIT (“SIR”)–another RMR-
managed REIT 44% of whose shares are owned by
CWH
–
re-inserted
an
arbitration
clause
in
its
bylaws
within
months
after
clearing
SEC
comments
and
going
public
(SEC
had
challenged
the clause during SIR’s IPO process)
We had to prove to the Portnoys in arbitration that
our  record date request had been sent via
registered mail return receipt requested (which it
was, in addition to e-mail, hand delivery and
FedEx), in order to be counted as a “valid”
request

54
The Portnoys’
Reversible Governance Alterations In Context
Why It’s All Smoke and Mirrors
Reality
•
Company will continue to have a poison pill
built into its charter and bylaws that prohibit
stock acquisitions over 9.8 percent
•
Still no response to our letter request for
a waiver despite resolution of disputes
by the Arbitration Panel
•
As
“look
through”
entities
for
tax
purposes, REIT status concerns
regarding the 9.8% limitation are not an
issue with respect to Corvex and
Related
•
Company can always unilaterally add back in
the “dead hand”
provisions or implement a new
poison pill overnight without shareholder
approval
Portnoys’
Window Dressing
•
Expiration of poison pill to be
accelerated from October 17, 2014 to
a date soon after resolution of the
pending disputes with Corvex/Related
•
“Dead-hand”
provisions eliminated
Poison Pill

55
The Portnoys’
Reversible Governance Alterations In Context
Why It’s All Smoke and Mirrors
Reality
•
CWH still externally advised by a conflicted outside
party not subject to accountability by CWH’s
shareholders and that owns virtually no stock in CWH
•
Continues to primarily incentivize RMR to grow
assets at the expense of shareholders when the
company resumes its history of serial equity issuance
•
During 2003-13, CWH issued 88.5 million
shares
(1)
or
~$2.5
billion
of
equity,
averaging
9.1 million shares/yr or 11.1 million/yr,
excluding the financial crisis years of 2008-09
•
Incentive Fee benchmarks subject to change as the
RMR
contract
is
negotiated
by
the
Board
with
assistance
from
RMR
and
without
independent
outside advisors
•
Stock component is not meaningful
Portnoys’
Window Dressing
•
Beginning in 2014, base business
management fee to be based on the
lower of: (i) gross historical cost of real
estate assets or (ii) CWH’s total market
capitalization
•
10% of base business management fees
will be paid in stock
•
Annual incentive fees will be based upon
total returns realized by shareholders
(i.e., appreciation plus dividends) in
excess of benchmark
RMR Management Agreement
(1)
Adjusted for reverse stock splits.

56
IV. Widespread Disapproval Of The Portnoys
How can such a diverse group of parties all be wrong
about
the
Portnoys
and
their
true
intentions?

57
Widespread Disapproval Of The Portnoys
The Arbitration Panel Has Spoken
The Panel struck down illegal bylaws passed by the current Board, expressly
prohibited any action intended to impede or frustrate the new solicitation and
ruled
that
Corvex/Related
had
satisfied
onerous
“red
tape”
bylaw
requirements
Most importantly, the Panel Declared it would remain available to resolve any
issues or disputes in the new consent solicitation
“There is no question that CWH’s Bylaws, in the aggregate, erect a complex wall of
procedural hurdles to any consent solicitation.”
Interim Arbitration Award, November 18, 2013
After nearly two weeks of live testimony and reviewing hundreds of exhibits, we
believe
the
Panel
plainly
agreed
with
our
view
that
the
Portnoys
are
highly
incentivized and capable of continuing their campaign of shareholder
disenfranchisement

“Given the significant risk that leaving any incumbents on the board would prevent
shareholders from effecting the necessary change, however—and particularly in light
of the fact the board has demonstrated its willingness to reappoint even a trustee
whom shareholders just voted out of office by a four-to-one margin—shareholders
should consent to removal of the entire board by voting FOR the proposal.”
ISS report, February 28, 2014
58
Widespread Disapproval Of The Portnoys
ISS Disapproves of the Portnoys
“Perhaps most importantly, however, the history of this company under the current
Board
and
external
management
team
strongly
suggests
the
risk
of
doing
nothing
is
significantly greater than any risk from removing the entire Board at once.”
ISS
report,
June
13,
2013
ISS recommended removal of the entire Board for the second time in nine months

“…as clearly stated in our original report…we continue to believe shareholders should
support the current arbitration-enforced solicitation and effect the board change
proposed and supported nearly a full year ago...”
Glass Lewis report, March 5, 2014
59
Widespread Disapproval Of The Portnoys
Glass Lewis Disapproves of the Portnoys
“In
lieu
of
further
subjugation
of
shareholder
rights,
we
believe
the
Dissident’s
consent
solicitation offers the much more attractive prospect of meaningful change for CWH
and its owners.”
Glass Lewis report, June 17, 2013
Glass Lewis recommended removal of the entire Board for the second time in
nine months

“The externally managed REIT structure creates conflicts of interest that are so
severe, we don’t believe we can quantify the share price discount an investor
should require to buy any of these companies. As a result, we have long
deemed the Portnoy REITs to be ‘uninvestable.’”
“For most externally advised REITs, the fee paid to the advisor is predicated on the
company’s
size
–
not
on
its
success
(or
lack
thereof).
Therein
lies
the
conflict of
interest. The advisor carries a strong incentive to constantly sell common stock in
order to raise funds for acquisitions. The price at which the equity is raised matters
little
to
the
advisor
–
making
the
REIT
bigger
and
increasing
the
advisory
fee
is a
primary objective.”
Green Street Advisors, March 1, 2013
60
Widespread Disapproval Of The Portnoys
Green Street Advisors Disapproves of the Portnoys

“We are concerned about the ability of Newton, Mass.-based CommonWealth REIT's
management to improve the competitive positioning of its office portfolio given weak
office market conditions. We also assess CommonWealth's management and
governance as "weak".”
“The rating on CommonWealth also reflects our "weak" assessment of its
management and governance. Through subsidiaries, RMR provides fee-based
services to CommonWealth, including the direction of capital market activities,
selection and acquisition of its investments, execution of property transactions, and
management and leasing of its properties. Standard & Poor's believes that external
management structures can potentially result in a weaker alignment of interests
between shareholders and management when compared with internally managed
REITs. Further, CommonWealth's staggered, small, and interrelated board
manifests a lack of independence from management and may provide
insufficient oversight and scrutiny of key enterprise risks, in our view.”
“CommonWealth REIT Rating Is Lowered To 'BB+'; Outlook Stable; '2’
Recovery
Rating Is Assigned To Senior Unsecured Debt,”
Standard and Poors, June 10, 2013
61
Widespread Disapproval Of The Portnoys
Standard and Poors Disapproves of the Portnoys

62
Widespread Disapproval Of The Portnoys
Delaware County Employees Retirement Fund Disapproves of the Portnoys
Delaware County Employees Retirement Fund has sued the Trustees of CWH
twice in the last year regarding breach of fiduciary duty and improper use of
shareholder funds to defend the Portnoys in litigation
“[The Portnoys] have directly participated in and received substantial monetary
benefits from the wrongdoing alleged herein. Year-after-year, they reinstate the
Portnoys and RMR as CWH’s manager, pursuant to lucrative agreements, despite
CWH’s
failing
performance…
Accordingly,
and
for
the
additional
reasons
alleged
herein, CWH is operated and controlled by Defendants, including a majority of its
Board of Trustees, whose interests materially conflict with the interests of CWH.”
Complaint as filed from Delaware County Employees Retirement Fund,
February 28, 2013

63
Widespread Disapproval Of The Portnoys
Six Pension Funds Disapprove of the Portnoys
Six
pension
funds
(CalPERS,
CalSTRS,
Public
Employees’
Retirement
Association of Colorado, Florida State Board of Administration, North Carolina
Retirement Systems and Ohio Public Employees Retirement System) have
urged Hospitality Properties Trust, another RMR-managed REIT, to de-classify
its Board.
“HPT HAS A LONG HISTORY OF DISREGARDING SHAREOWNERS”
•
“For the past three consecutive years, shareowner proposals to declassify the board won
overwhelming support from shareowners, receiving in each year a supermajority of the votes cast
and a majority of outstanding shares. The proposal received support from over 73 percent of voting
shares in 2009, over 90 percent in 2010 and over 88 percent in 2011. The company has yet to
adopt the reform.”
•
“In 2010, a shareowner proposal to eliminate HPT’s supermajority voting requirements won
support of more than 88 percent of voting shares and 70 percent of the outstanding shares. The
company has yet to adopt this reform.”
Pension Fund Letter to Shareholders, April 26, 2012
CalPERS has pushed for the annual election of all trustees every year from 
2009-2013.

64
Widespread Disapproval Of The Portnoys
Perry Corp. Disapproves of the Portnoys
Perry Corp., a 5+ percent holder of the shares of CWH, publicly called for the
Board
to
be
replaced
in
its
entirety
in
a
letter
dated
April
30,
2013
“In our view, conflicted decision-makers have allowed CWH’s assets to suffer from
underinvestment and mismanagement, which has caused CWH’s shares to be
woefully undervalued. We believe that the poor strategic decisions are a direct result
of
the
fact
that
there
is
no
shareholder
check
on
management
who
are
compensated
via RMR for growing assets instead of generating returns for shareholders of CWH.
Changing
the
RMR
management
structure
–
and
the
conflicted
corporate
governance
that
enables
it
to
stay
in
place
–
is
therefore
critical
to
bridging
the
gap
between
market and intrinsic value. The CWH board has demonstrated that they will go to
extraordinary lengths to preserve their unchecked control. Management is running a
scorched earth campaign to disenfranchise shareholders to continue milking their
cash cow. The Board must be replaced in its entirety to protect shareholders.”
Perry Corp. 13D/A, April 30, 2013

65
Widespread Disapproval Of The Portnoys
Locksmith Capital Disapproves of the Portnoys
In 2008, Locksmith Capital Management sought to allow shareholders to elect
two independent nominees to the Board of TravelCenters of America, a
Portnoy-managed public company, and vote to declassify the Board
“We continue to be amazed that Barry Portnoy, Arthur G. Koumantzelis, Thomas M.
O'brien,
Barbara
D.
Gilmore,
and
Patrick
F.
Donelan
have
spent
a
significant
amount
of
shareholder
money
in
order
to
disenfranchise
its
shareholders,”
said
Timothy
Brog,
Managing Director of Locksmith Capital Management LLC. “Instead of allowing
shareholders an opportunity to vote for our nominees and shareholder proposals, they
invoked meaningless technicalities in order to create a Soviet style election and
entrench the current Board of Directors. This Board has no shame.”
Locksmith Capital Management, April 2008

“The deal world remained muted this year in terms of big transactions and activity.
…Despite the relative doldrums, there were still some highlights and lowlights. Here
are some of them…”
“The
father
and
son
duo
who
head
CommonWealth
—
Barry
and
Adam
Portnoy —
and CommonWealth’s counsel at Skadden Arps showed little regard for shareholder
rights, doing everything in their power to prevent Corvex Management and the Related
Companies from removing the Portnoys. The Portnoys banked on CommonWealth’s
unique
requirement
that
shareholders
arbitrate
all
disputes
with
the
company
to
stymie
the two hedge funds. It didn’t work, and the arbitration panel ruled against
CommonWealth,
clearing
the
way
for
the
funds
to
begin
a
campaign
to
unseat
them.
The Portnoys receive an F.”
“Despite
Doldrums
in
Deal
Activity,
A
Few
Highlights
This
Year,”
New
York
Times,
December 17, 2013
66
Widespread Disapproval Of The Portnoys
The
New
York
Times
Disapproves
of
the
Portnoys
“The
Portnoys
Receive
an
F”
–
New
York
Times

“…So, to recap, the founder of CommonWealth and his son run the company, manage
the
property
for
a
hefty
fee
and
dominate
the
board
–
all
while
having
little
equity
stake
in the company.”
“…If the conflicts at CommonWealth are so glaring, why don’t shareholders agitate for
change? Some have tried, only to encounter an array of barriers that appear to
be
set
up
to
keep
the
outside
managers’
lucrative
contract
in
place
and
the
company under their control.”
“The
list
of
entrenchment
tactics
is
lengthy
…As
if
these
barriers
were
not
enough,
they have been strengthened in the last five years by no less than six changes to the
company’s bylaws favoring the Portnoys and their management company.”
“Management, to the Barricades!,”
New York Times, May 4, 2013
67
Widespread Disapproval Of The Portnoys
The New York Times Disapproves of the Portnoys
“Management,
to
the
Barricades!”
–
New
York
Times

"The corporate governance track record of Portnoy-managed companies isn't
pretty,"
says
Ann
Yerger,
executive
director
of
the
Council
of
Institutional
Investors, a
Washington-based nonprofit that focuses on shareholder rights.
Wall Street Journal, March 5, 2014
68
Widespread Disapproval Of The Portnoys
Council of Institutional Investors
The Council of Institutional Investors is a prominent nonprofit association of
pension funds, endowments and foundations with assets that exceed $3 trillion.
The Council of Institutional Investors is one of the leading voices for effective
corporate governance and strong shareholder rights.

“We
agree
with
the
need
for
structural
change
at
CommonWealth,
as
we
have
noted
for years and articulated by activist shareholders Corvex/Related. External mgmt for
equity REITs is a relic in the REIT sector; it has created a clear incentive for CWH to
grow and maintain assets. The co.'s strategy over its history has been value
destructive,
characterized by leveraged acquisitions, more limited capital recycling
and weak core fundamentals. Even when assets were sold, they were sold to affiliated
RMR
entities
keeping
AUM
‘in
house’
and
not
maximizing
value.
This
has
resulted in
large dividend reductions and now prompted a large equity offering. An internalization
and restructuring of mgmt and better capital allocations in our view would be major
positives for the stock.”
Citi Research, February 26, 2013
69
Widespread Disapproval Of The Portnoys
Citigroup Disapproves of the Portnoys

70
Widespread Disapproval Of The Portnoys
UBS Disapproves of the Portnoys
“We
believe
SNH's
planned
acquisition
of
a
$1.1
billion
Boston
life
science
complex
highlights
problematic
issues
with
regard
to
its
external
management
structure…”
“An
Unjustified
24%
G&A
Increase.
As
an
externally-
managed
REIT,
SNH
must
pay
its
manager,
RMR,
a
combination
of
fees.
The
base
fee
equates
to
0.5%
of
acquisition
cost,
w/
property
management
at
3%
of
MOB/Life
Science
revenues.
For
the
$1.1bn
acquisition
of
the
Vertex
buildings,
we
est.
$7.7m
of
additional
fees
for
RMR
(or
$0.04/sh).
The
fee
streams
to
RMR
will
increase
SNH's
G&A
by
an
estimated
24%
in
2014.
Stated
another
way,
the
fees
to
RMR
on
a
per
share
basis
roughly
equal
the
accretion
of
the
deal
to
SNH
shareholders
.
RMR
has
locked
in
about
$115m
of
fees
over
the
life
of
the
15-year
lease
on
the
building
for
an
asset
that
is
96%
occupied
under
a
triple-net
lease
that
we
think
requires
virtually
no
incremental
asset/property
management
oversight.”
“Latest
acquisition
highlights
issues
with
external
management
structure
at
SNH.
We
see
SNH
shares
moving
to
a
substantial
discount
to
underlying
Net
Asset
Value,
as
the
market
assigns
a
greater
discount
for
a
corporate
structure
that
utilizes
an
external
manager
whose
interests
can
conflict
with
those
of
SNH's
shareholders.”
UBS, February 11, 2014

“Okay, okay. And then, Adam [Portnoy], we’re both fiduciaries to investors, so don’t
take this personally and take it constructively please. But when I talk to investors
about CommonWealth, the investment strategy, the balance sheet, the
operations, there’s just zero investor confidence out there. The term that most
people use is “uninvestable.”
Stifel Nicholas, August 8, 2012
71
Widespread Disapproval Of The Portnoys
Stifel Nicholas Disapproves of the Portnoys

“The
scale
of
the
Portnoy
real
estate
empire
and
its
conflicts
of
interest
are
even
larger than that…”
“But
there
is
no
getting
around
the
damaging
conflict
of
interest
at
the
heart
of
Commonwealth’s business.
The Portnoys are not employed executives at the trust in
any conventional sense and do not own much of its stock. Their firms runs the
business
under
a
management
contract.
In
general,
the
fees
go
up
as
the
trust
gets
bigger, and not necessarily when it performs better for shareholders.”
“This kind of business leadership arrangement is known in the real estate trust world
as
“external
management,”
and
it
has
been
on
the
way
out
for
years.
Nearly everyone
acknowledges its built-in conflicts are toxic.”
“Finally, Tougher Foes May Humble Real Estate Empire,”
The Boston Globe, February 4, 2014
72
Widespread Disapproval Of The Portnoys
The Boston Globe Disapproves of the Portnoys
The Portnoys are even criticized in their own hometown!

73
Widespread Disapproval Of The Portnoys
Shareholders Vote Against The Portnoys And Their Beholden Trustees
In recent elections, shareholders have expressed displeasure with the Portnoys
and their Trustees at various RMR-managed entities
In 2013 only 14% of CommonWealth’s outstanding shares and 21% of the shares voting in
the election voted FOR the election of Joe Morea
In 2013 only 20% of Senior Housing Properties Trust’s outstanding shares and 27% of the
shares voting in the election voted FOR the re-election of Adam Portnoy
In 2013 only 23.5% of Senior Housing Properties Trust’s outstanding shares and 32% of the
shares voting in the election voted FOR the re-election of John Harrington
In 2012 only 32% of Senior Housing Properties Trust’s outstanding shares and 43% of the
shares voting in the election voted FOR the re-election of Barry Portnoy
In 2013 only 31% of Hospitality Properties Trust’s outstanding shares and 43% of the shares
voting in the election voted FOR the re-election of William Lamkin
In 2012 only 32% of Hospitality Properties Trust’s outstanding shares and 42% of the shares
voting in the election voted FOR the re-election of Dr. Bruce Gans
In 2013 only 33% of Five Star Quality Care’s outstanding shares and 45% of the shares
voting in the election voted FOR the re-election of Dr. Bruce Gans
If Barry Portnoy receives a similar disapproval at the 2014 CommonWealth
meeting what will he do?
Despite these unfavorable results, each of these individuals still serves on the Board of the
respective entity

74
V. History of Underperformance

75
History of Underperformance
The Fundamental Cause of Underperformance
We continue to believe that the fundamental cause of underperformance at
CWH is the absence of accountability, and more specifically the inability of
shareholders to choose their own manager
Ironically,
the
severe
conflicts
in
the
external
management
structure
demand
rigorous
accountability
and
superior
governance,
but
in
our
view
none
exists
In a structure where the manager is incentivized to act without regard to
shareholder interests and still avoid being terminated, severe underperformance
is inevitable, as evidenced by the years of data establishing CWH
underperformance
The severe conflict of interest at CWH has been well-documented: the Portnoys effectively
control CWH despite owning virtually no stock
How
can
there
be
accountability
when
an
“employee”
controls
its
own
“employer”? 
RMR, a Delaware private company, is owned by Barry Portnoy and his son Adam Portnoy
All
executive officers of CWH are also officers of RMR
Given
these
inherent
and
widely
recognized
problems,
CWH
and
the
other
Portnoy
REITs
are
among the last remaining publicly-traded externally-managed equity REITs today
As
a
result,
RMR
is
held
accountable
by
no
one
and,
in
our
view,
enjoys
complete
immunity from shareholders

76
History of Underperformance
By Any Metric Over Any Relevant Time Period…
(1)
Data calculated through February 25, 2013, the day prior to Related and Corvex’s first public filing.
(2)
Select peers include Piedmont Office Realty (PDM), Highwoods Properties (HIW), Cousins Properties (CUZ), Brandywine Realty (BDN), and Parkway Properties (PKY).
Excludes
Mack-Cali
(CLI),
approximately
80%
of
whose
office
markets
are
either
in
secular
decline
or
experiencing
significant
distress.
CLI
is
also
in
the
process
of
transitioning
into
the
multi-family
sector,
creating
uncertainty
with
respect
to
its
public
market
valuation.
Peers
for
NOI
margin
analysis
exclude
PDM
due
to
lack
of
sufficient
disclosure.
(3)
Based
on
a
closing
price
of
$15.85
on
February
25,
2013,
the
day
prior
to
Corvex
and
Related’s
first
public
filing.
Source: Company filings and FactSet
In our view, there is absolutely no way to slice and dice the data in favor of the
Portnoys –
their performance has been horrible
The
Portnoys’
performance
record
at
CWH
is
abysmal
by
almost
any
metric
over any relevant time period, in our view:
Stock price
performance
-17%, -45%, -43%, -45%, and -53% CWH stock price decline over the 1 year, 2 years, 3 years, 5
years,
and
10
years
ended
2/25/13,
respectively
(1)
Valuation
Unaffected
valuation
approximately
35%
below
peers
(2)
on
an
unlevered
cap
rate
basis
(3)
54%, 47%, and 46% discount to peers on a price / forward FFO multiple basis for 1 year, 3 years,
and 5 years, respectively
(1)
Cost structure
6%,
10%,
8%,
and
9%
below
its
peers
(2)
on
an
NOI
margin
basis
for
2013,
YTD
9/30/2012,
2011,
and
2010,
respectively
(1)
Acquisitions and
return on investment
$2.7
billion
of
net
acquisitions
and
CapEx
since
2007
(over
2x
CWH’s
market
cap
(3)
),
while
CWH
book
value
per
share
is
essentially
flat
CAD / share growth
-23%
cash
available
for
distribution
per
share
(CAD
/
share)
growth
from
2010
to
2012,
the
worst
performance
of
its
peers

($ in millions, except per share values and TEV / sq. ft.)
Enterprise
Implied
G&A /
2/25/2013
Equity
value
nominal
TEV /
equity
Net debt /
P / FFO
TEV / EBITDA
Div
Ticker
Company
price
mkt cap
(TEV)
cap rate
Sq. Ft.
mkt cap
TEV
2013E
2014E
2013E
2014E
yield
CWH
CommonWealth REIT
$15.85
$1,338
$4,914
10.7%
$105
3.9%
76%
5.4x
5.5x
12.0x
12.3x
6.3%
HIW
Highwoods Properties, Inc.
$35.35
$2,983
$4,999
6.6%
$144
1.3%
40%
13.1x
12.7x
15.6x
14.8x
4.8%
BDN
Brandywine Realty Trust
$12.96
$1,885
$4,689
7.1%
$176
1.3%
58%
9.0x
8.6x
14.1x
13.8x
4.6%
PDM
Piedmont Office Realty Trust, Inc
$19.66
$3,294
$4,699
8.7%
$229
1.5%
30%
14.0x
13.5x
15.8x
15.1x
4.1%
PKY
Parkway Properties, Inc.
$16.39
$920
$2,096
6.0%
$177
2.3%
37%
13.3x
12.4x
14.2x
13.7x
2.7%
CUZ
Cousins Properties Incorporated
$9.38
$977
$1,586
7.0%
$134
2.4%
26%
18.2x
16.6x
18.9x
17.3x
1.9%
High
$3,294
$4,999
8.7%
$229
2.4%
58%
18.2x
16.6x
18.9x
17.3x
4.8%
Mean
2,012
3,613
7.1%
172
1.8%
38%
13.5x
12.8x
15.7x
14.9x
3.6%
Median
1,885
4,689
7.0%
176
1.5%
37%
13.3x
12.7x
15.6x
14.8x
4.1%
Low
920
1,586
6.0%
134
1.3%
26%
9.0x
8.6x
14.1x
13.7x
1.9%
77
History of Underperformance
Valuation Discount
CWH has historically traded at a significant discount to its peers on all key
measures
(1)
Note:
Share
price
and
estimates
updated
as
of
2/25/2013,
the
day
before
Related
and
Corvex's
13-D
filing.
Financial
information
as
of
Q4
2012.
Implied nominal cap rate is calculated as GAAP LTM NOI / TEV.
Peer set excludes Mack-Cali (CLI), 80% of whose office markets are either in secular decline or experiencing significant distress. CLI is also in the process of transitioning
into the multi-family sector, creating uncertainty with respect to its public market valuation.
(1)
CWH implied cap rate based on CWH stand-alone TEV of $4,914 million and Related and Corvex estimates of comparable, stabilized  NOI of $528 million
Source: Company filings and FactSet
As a point of reference, CWH traded approximately 35% below peers on an unlevered cap
rate basis on February 25, 2013, the day before Related and Corvex’s initial 13-D filing

78
History of Underperformance
RMR Fees vs. CWH Shareholder Returns
(1)
Share price and market capitalization figures are as of 2/25/2013, the day prior to Related and Corvex’s initial 13-D filing.
(2)
RMR fees paid per CWH public filings include SIR. 2013 includes fees paid to SIR after deconsolidation on July 1, 2013.
RMR
extracted
approximately
36%
of
CWH’s
unaffected
market
capitalization
(1)
during
2007
-
2013,
as
CWH
share
price
continued
to
plummet
2007
2008
2009
2010
2011
2012
2013
2007-
2013
Cumulative
Fees Paid Out to RMR
(2)
$59.7
$63.2
$62.6
$62.2
$69.5
$77.3
$83.7
$478.2
RMR Fees % Growth
--
5.9%
(0.9%)
(0.6%)
11.7%
11.2%
8.3%
40.2%
RMR Fees as % of:
CWH Market Cap
(1)
4.5%
4.7%
4.7%
4.6%
5.2%
5.8%
6.3%
35.7%
CWH Market Cap, Cumulative
4.5%
9.2%
13.9%
18.5%
23.7%
29.5%
35.7%
35.7%
CWH Cumulative Stock Price Return
(37.4%)
(74.7%)
(46.0%)
(48.4%)
(66.3%)
(67.9%)
(67.9%)
(67.9%)

79
History of Underperformance
RMR Fees vs. CWH Shareholder Returns (cont’d)
(1)
Stock price monthly through February 25, 2013, the day prior to Related and Corvex’s first public filing.
(2)
Includes 2013 RMR fees paid by SIR in order to make the figure comparable to previously reported figures.
Sources: Company filings, SNL
(1)
(2)
Fees paid to RMR climbed 40% from 2007 to 2013, while the share price
declined 68%
(1)
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
$45.00
$50.00
$55.00
1/31/2007
1/31/2008
1/31/2009
1/31/2010
1/31/2011
1/31/2012
1/31/2013
CWH stock price
Cumulative fees paid out to RMR

80
History of Underperformance
Total
Returns
–
1
year
CWH
has
underperformed
its
peers
over
the
1
year
ending
2/25/2013
(1)
HIW: 15.5%
PDM: 15.3%
CWH: (9.4%)
PKY: 65.5%
CUZ: 28.2%
BDN: 25.2%
RMZ: 10.6%
Note: Total returns include dividends
(1)
The last trading the day prior to Related and Corvex’s first public filing.
Source: SNL
1 year
3 year
PKY
65.5%
6.9%
BDN
25.2%
35.8%
HIW
15.5%
42.1%
PDM
15.3%
39.1%
CUZ
28.2%
42.5%
Average
30.0%
33.3%
RMZ
10.6%
52.5%
CWH
(9.4%)
(26.6%)
39.3%
59.9%
CWH-Avg.

81
History of Underperformance
Total Returns –
3 years
CWH
has
underperformed
its
peers
over
the
last
3
years
ending
2/25/2013
(1)
HIW: 42.1%
PDM: 39.1%
CWH: (26.6%)
PKY: 6.9%
CUZ: 42.5%
BDN: 35.8%
RMZ: 52.5%
Note: Total returns include dividends
(1)
The last trading the day prior to Related and Corvex’s first public filing.
Source: SNL
1 year
3 year
PKY
65.5%
6.9%
BDN
25.2%
35.8%
HIW
15.5%
42.1%
PDM
15.3%
39.1%
CUZ
28.2%
42.5%
Average
30.0%
33.3%
RMZ
10.6%
52.5%
CWH
(9.4%)
(26.6%)
39.3%
59.9%
CWH-Avg.

82
History of Underperformance
FFO Multiples
CWH traded at the lowest price to FFO multiple of its peers prior to our 13-D filing
PDM: 14.0x
CWH: 5.4x
HIW: 13.1x
CUZ: 18.2x
BDN: 9.0x
Source: Factset
PKY: 13.3x
1 year
3 year
5 year
PKY
5.8x
5.2x
5.5x
BDN
8.6x
7.5x
6.3x
HIW
12.9x
12.7x
12.1x
PDM
11.2x
11.3x
N/A
CUZ
15.5x
16.2x
16.2x
Average
10.8x
10.6x
10.0x
CWH
5.0x
5.6x
5.4x
CWH-Avg.
(54.2%)
(46.6%)
(45.8%)

83
History of Underperformance
Operating
Performance
Value
accruing to
RMR, not
shareholders
Key financial metrics deteriorate, while fees paid to RMR continue to climb
(1)
2013 figures include SIR. Excludes 2013 share price performance due to the share price impact of the 13-D filing.
(2)
Share price performance assumes stock is held since January 1st of the specified year through February 25th, 2013.
(3)
SIR does not disclose CAD, therefore the figures will not be comparable post deconsolidation of SIR.
Source: Company filings and SNL
($ in millions)
For the Fiscal Year Ending December 31,
2010
2011
2012
2013
(1)
Share Price Performance (if held since)
(2)
(38.2%)
(39.0%)
(6.9%)
N/A
SF Owned per Share (% growth)
(15.9%)
(5.2%)
(0.6%)
(17.8%)
NOI per Share (% growth)
(19.1%)
(4.2%)
16.1%
(20.0%)
EBITDA per Share (% growth)
(22.1%)
(4.7%)
(27.2%)
(21.9%)
FFO per Share (% growth)
(13.8%)
(9.9%)
0.0%
(13.2%)
CAD per Share (% growth)
(23.7%)
(27.7%)
(17.3%)
N/A
(3)
Fees Paid to RMR
$62.2
$69.5
$77.3
$83.7
% growth
(0.6%)
11.7%
11.2%
8.2%

CWH trails its core office REIT peers by 188 bps and 200 bps on same store rental growth and
NOI growth, respectively
We believe 2013 results below overstate CWH’s performance, as the Company has
placed 115 buildings (47 properties) into discontinuing operations beginning in Q4 2012
Despite its greater scale, CWH’s cost structure results in the lowest same store NOI margins of
its peers
CWH’s total rental and NOI growth is dependent upon its outsized acquisition activity
84
History of Underperformance
Same
Store
Underperformance
CWH underperforms its peers on a same store basis
Note: Analysis excludes PDM, which does not disclose same store rent. Average does not include CWH.
1)
CUZ figures represent consolidated portfolio.
Source: Company filings
2013 rent growth
(1)
2013 NOI growth
(1)
2013 NOI margin
(1)
As a result, we also show on the following pages, results from 2010 through 9/30/2012

85
History of Underperformance
Same Store Underperformance (cont’d)
CWH has consistently underperformed its peers on a same store basis historically
2011 rent growth
(2)
2011 NOI growth
(2)
2011 NOI margin
(2)
9 months ended 9/30/2012 rent growth
(1)
9 months ended 9/30/2012 NOI growth
(1)
9 months ended 9/30/2012 NOI margin
(1)
2010 rent growth
(2)
2010 NOI growth
(2)
2010 NOI margin
(2)
Note: Analysis excludes PDM, which does not disclose same store rent. CUZ data represents office portfolio only.
(1)
CommonWealth excluded 97 underperforming buildings as discontinued properties in its same store financials ending 12/31/2012. 9 months ended 9/30/2012 is shown as a more representative
reflection of company performance. Excludes SIR figures.
(2)
Includes revenue and NOI from SIR due to the public data insufficiency.
Source: Company filings

86
History of Underperformance
Acquisition Activity
(1)
Market cap as of 2/25/2013, the day prior to Related and Corvex’s initial 13-D filing.
(2)
In Q3 2013, CUZ acquired Greenway Plaza, a 10-building, 4.3 million square foot office complex in Houston, Texas, and 777 Main, a 980,000 square foot Class A office
building in the central business district of Fort Worth, Texas. The aggregate purchase price for the acquisition was $1.1 billion, before other closing costs.
(3)
Includes net sale proceeds from consolidated joint venture.
(4)
Weighted by market cap.
(5)
YTD 9/30/2013 not comparable due to deconsolidation of SIR during 2013.
Source: Company filings and Factset
(5)
Net acquistions / CapEx as % of Market Cap
(1)
2007
2008
2009
2010
2011
2012
2013
Cumulative
Parkway Properties Inc. (PKY)
5.4%
22.4%
1.9%
7.4%
36.2%
64.2%
3.4%
140.9%
Highwoods Properties Inc. (HIW)
4.8%
4.7%
2.1%
3.0%
5.5%
8.1%
11.9%
40.1%
Cousins Properties Inc. (CUZ)
(2)
25.2%
11.7%
4.3%
(7.0%)
3.9%
(17.2%)
137.9%
158.8%
Piedmont Office Realty Trust Inc. (PDM)
(3)
1.4%
3.7%
1.1%
1.9%
(2.3%)
0.4%
13.6%
19.9%
Brandywine Realty Trust (BDN)
(6.2%)
(11.9%)
5.6%
9.6%
0.8%
0.3%
(7.5%)
(9.1%)
Average
(4)
3.7%
3.6%
2.6%
3.3%
4.7%
6.8%
20.3%
45.0%
CWH
31.0%
6.1%
33.5%
27.6%
45.2%
56.3%
3.3%
202.9%
Net Acquisitions and CapEx
$419
$83
$453
$369
$604
$753
$44
$2,725
CWH share price
$30.92
$13.48
$25.88
$25.76
$16.64
$15.84
$15.85
Book value per share
36.11
34.68
35.66
37.53
33.24
36.82
N/A
CWH price / FFO multiple
6.8x
3.1x
6.0x
6.9x
4.9x
4.7x
5.4x
CWH
spent
$2.7
billion
on
acquisitions
during
2007
–
2013,
even
as
the
stock
has
underperformed,
but
book
value per share remains flat, suggesting minimal return on investment
RMR’s
fee
income
has
grown
due
to
being
linked
primarily
to
the
size
of
the
company
Its peers acquired assets at approximately one-fifth of CWH’s rate over the same period
PKY
has
also
been
acquisitive,
but
is
internally
managed
and
has
made
accretive
capital
allocation
decisions,
leading to 42% stock price appreciation from 2011 to 2012
CWH has grown primarily through asset acquisitions, which we believe benefits RMR – and
therefore the Portnoys personally – but not shareholders

87
History of Underperformance
Management and Board Ownership
CWH Trustees and senior management have no meaningful ownership of CWH
shares
CWH’s insiders currently hold a 0.34% stake in the company
The ownership level is approximately one-tenth the insider ownership of the comp set
We believe management is not aligned with shareholders
Peer Director and Executive Officer Ownership
(1)
Average does not include CWH
Source: Company filings, CWH holdings per proxy filed 01/29/2014, SNL
CWH Insider Holdings
Position
% of S/O
Trustees and Executive Officers:
Barry M. Portnoy
252,903
0.21%
Adam D. Portnoy
48,099
0.04%
John C. Popeo 
41,000
0.03%
David M. Lepore
33,750
0.03%
Frederick N. Zeytoonjian
12,967
0.01%
William A. Lamkin
10,812
0.01%
Joseph L. Morea
4,000
0.00%
Ronald J. Artinian
3,000
0.00%
Ann Logan
2,000
0.00%
Total CWH Trustee and Executive Officer
Ownership
408,531
0.35%

Footnotes
88
Footnotes to page 47
1)
Charts re-created from CommonWealth REIT Presentation to Shareholders, p. 6, 3/5/14.
2)
2/25/13 is the last trading day before Corvex and Related filed their initial 13-D.
Source: Factset
Note:  For comparability purposes we use the same peer set described in CWH’s Presentation to Shareholders of 3/5/14:  BDN, CLI,
DRE, HIW, LRY, and PKY, but we exclude
PDM as PDM did not go public until 2/9/10.  Peer Average represents a simple
average.

89
Disclaimer
Additional Information Regarding the Solicitation
SEC’s
website
at
www.sec.gov.
This presentation does not constitute either an offer to sell or a solicitation of an offer to buy any interest in any fund associated with Corvex
Management LP (“Corvex”) or Related Fund Management, LLC (“Related”).  Any such offer would only be made at the time a qualified offeree
receives a confidential offering memorandum and related subscription documentation.
The information in this presentation is based on publicly available information about CommonWealth REIT (the “Company”). This document
includes certain forward-looking statements, estimates and projections prepared with respect to, among other things, general economic and market
conditions, changes in management, changes in the composition of the Company’s Board of Trustees, actions of the Company and its subsidiaries
or competitors, and the ability to implement business strategies and plans and pursue business opportunities.  Such forward-looking statements,
estimates, and projections reflect various assumptions concerning anticipated results that are inherently subject to significant uncertainties and
contingencies and have been included solely for illustrative purposes, including those risks and uncertainties detailed in the continuous disclosure
and other filings of the Company, copies of which are available on the U.S. Securities and Exchange Commission website at www.sec.gov/edgar. 
No representations, express or implied, are made as to the accuracy or completeness of such forward-looking statements, estimates or projections
or with respect to any other materials herein.  Corvex and Related may buy, sell, cover or otherwise change the form of their investment in the
Company for any reason at any time, without notice, and there can be no assurances that they will take any of the actions described in this
document.  Corvex and Related disclaim any duty to provide any updates or changes to the analyses contained in this document, except as may
be required by law.  Shareholders and others should conduct their own independent investigation and analysis of the Company.  Except where
otherwise indicated, the information in this document speaks only as of the date set forth on the cover page.  Permission to quote third party
reports in this presentation has been neither sought nor obtained.
The
definitive
solicitation
statement
and
all
other
relevant
documents
are
available,
free
of
charge,
on
the
The following persons are participants in connection with the solicitation of CommonWealth REIT shareholders: Corvex Management LP, Keith Meister,
Related Fund Management, LLC, Related Real Estate Recovery Fund GP-A, LLC, Related Real Estate Recovery Fund GP, L.P., Related Real Estate
Recovery Fund, L.P., RRERF Acquisition, LLC, Jeff T. Blau, Richard O’Toole, David R. Johnson, James Corl, Edward Glickman, Peter Linneman, Jim
Lozier, Kenneth Shea, EGI-CW Holdings, L.L.C., David Helfand and Samuel Zell. Information regarding the participants in the solicitation and a description
of their direct and indirect interests, by security holdings or otherwise, to the extent applicable, is available in the definitive solicitation statement filed with
the SEC on January 28, 2014 and Supplement No. 1 thereto filed on February 13, 2014.
security
holders are urged to read the definitive solicitation statement and other relevant documents because they contain important
information regarding the solicitation.
Investors and
Corvex
Management
LP
and
Related
Fund
Management,
LLC
have
filed
a
definitive
solicitation
statement
with
the
Securities
and
Exchange
Commission
(the
“SEC”)
to
(1)
solicit
consents
to
remove
the
entire
board
of
trustees
of
CommonWealth
REIT
(the
“Removal
Proposal”),
and
(2)
elect
a
slate
of
new
trustees
at
a
special
meeting
of
shareholders
that
must
be
promptly
called
in
the
event
that
the
Removal
Proposal
is
successful.