Through provisions in the declaration of trust and bylaws unrelated to Subtitle 8 of Title 3 of the MGCL,
Washington REIT already requires, unless called by the chairperson of Washington REITs board of trustees, the president, the chief executive officer, or the board of trustees, the request of holders of a majority of outstanding shares to call
a special meeting of shareholders. The board of trustees of Washington REIT has the power, under Maryland law and without shareholder approval, to elect to be subject to any of the other provisions described above.
Merger, Amendment of Declaration of Trust and Bylaws
Under the Maryland REIT Law, a Maryland REIT generally cannot dissolve, amend its declaration of trust or merge with, or convert into, another entity unless
recommended by the board of trustees and approved by the affirmative vote of shareholders holding at least two-thirds of the votes entitled to be cast on the matter, unless a lesser percentage, but not less
than a majority of all the votes entitled to be cast on the matter, is set forth in the REITs declaration of trust. Under our declaration of trust, we cannot dissolve, merge with another entity, sell all or substantially all of our assets, or
amend our declaration of trust without the affirmative vote of the holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. Our board of trustees may amend the declaration of trust, without any action by the
shareholders, (a) to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the Code) or the Maryland REIT Law, (b) in any respect in which the charter of a corporation may be amended in
accordance with Section 2-605 of the MGCL (e.g., to change the name of Washington REIT or the par value of any class or series of our shares) and (c) as otherwise provided by the Maryland REIT
Law or in the declaration of trust.
Our bylaws may be altered, amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of
our board of trustees or by our shareholders by the affirmative vote of a majority of all the votes entitled to be cast on the matter.
Limitation
of Liability and Indemnification
The Maryland REIT Law permits a Maryland REIT to include in its declaration of trust a provision eliminating the
liability of its trustees and officers to the REIT and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate
dishonesty established by a final judgment as being material to the cause of action. Our declaration of trust contains such a provision which eliminates such liability to the maximum extent permitted by Maryland law.
Our declaration of trust authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and, without requiring a
preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former shareholder, trustee or officer of Washington
REIT who is made or threatened to be made a party to the proceeding or (b) any individual who, while a trustee or officer of Washington REIT and at the request of Washington REIT, serves or has served as a trustee, director, officer, member,
manager or partner of another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise from and against any claim or liability to which such person may become subject or which such
person may incur by reason of his status as a present or former shareholder, trustee or officer of Washington REIT. The rights to indemnification and advance of expenses provided by our declaration of trust and bylaws vest immediately upon election
of a trustee or officer. Our declaration of trust and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of Washington REIT in any of the capacities described above and to any employee or agent of
Washington REIT or a predecessor of Washington REIT.
The Maryland REIT Law permits a Maryland REIT to indemnify and advance expenses to its trustees and
officers to the same extent as permitted by the MGCL for directors and officers of Maryland corporations. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of
the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper
personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation or for a judgment of
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