Primaris Retail Real Estate Investment Trust ("Primaris")(TSX:PMZ.UN) today
revised its 2008 Equity Incentive Plan, as described in Primaris' Management
Information Circular dated April 7, 2011 for its upcoming annual and special
meeting (the "Meeting") of shareholders on May 17, 2011. Having considered a
request from ISS Proxy Advisory Services ("ISS") to make changes to the plan
that are consistent with Primaris' current policies and historical practice,
Primaris has agreed that it will (i) fix the maximum number of units that may be
subject to awards under the plan at 4,863,673 (or 7% of the current issued and
outstanding Trust Units of Primaris), (ii) reduce the potential cumulative
awards that may be made to non-executive Trustees to a maximum 347,405 (or 1/2%
of the issued and outstanding Trust Units of Primaris, from 1%), (iii) adjust
the amendment provisions of the Plan to require unitholder approval for reducing
the exercise price of options for any participant (currently this is limited to
Insiders); and (iv) amend the transfer provisions of the plan to prohibit the
transfer of options other than by will or by the laws of descent and
distribution. Primaris also confirms that the plan provides that pursuant to its
existing terms, the extension of the term of any award for a participant
(including an insider) requires the approval of unitholders. In addition,
Primaris has agreed not to propose the contemplated amendment to the plan
regarding the extension from 3 years to 4 years for retiring participants. These
amendments are subject to receipt of regulatory approval. Primaris will ensure
that the resolution to be voted upon at the Meeting provides that the proposed
amendments noted herein will be included in the 2008 Equity Incentive Plan, if
approved.


With these amendments, Primaris understands that ISS will issue an updated alert
whereby it will recommend voting FOR the resolution to approve the 2008 Equity
Incentive Plan, as amended.


Primaris is a TSX listed real estate investment trust (TSX:PMZ.UN). Primaris
owns 29 income-producing properties comprising approximately 11.1 million square
feet located in Canada. As of April 30, 2011, Primaris had 69,481,038 Units
issued and outstanding (including exchangeable units).
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