Notice of Plan Administrator Address Change

Transcription

1 Notice of Plan Administrator Address Change All written correspondence in connection with your investment plan should be mailed to Computershare Trust Company, N.A. (the Plan Administrator ) at: Regular mail: Computershare P.O. Box Louisville, KY For overnight delivery service: Computershare 462 South 4th Street Suite 1600 Louisville, KY All written correspondence should contain your account number and the name of the security that appears on your stock certificate or account statement. Please note that if the Plan Administrator listed in the enclosed plan document differs from the above, then Computershare Trust Company, N.A. is now the Plan Administrator for this plan. Computershare, Inc. acts as service agent to Computershare Trust Company, N.A. under the plan. The terms and conditions of this plan remain in force. To contact us or view online information about this plan, please visit To call us, please use the phone number included on the enclosed form. CERTAINTY INGENUITY ADVANTAGE 02JV3B 003SSN0D02 3/17

2 Notice of Amendment to Plan The pricing methodology for purchases set forth in the attached document is no longer applicable and has been superseded by the following: Share Purchases under the Plan Under the Plan, directions to purchase shares on a specific day or at a specific price cannot be accepted. The actual purchase date or price paid for any shares purchased through the Plan cannot be guaranteed. Computershare may combine Plan participant purchase requests with other purchase requests received from other Plan participants and may submit the combined purchase requests in bulk to Computershare s broker as a single purchase order. Purchase requests may be combined, at Computershare s discretion, according to one or more factors such as purchase type (e.g., dividend reinvestment, one-time ACH, check, etc.), request date, or request delivery method (e.g., online, regular mail, etc.). Computershare will submit bulk purchase orders to its broker as and when required under the terms of the Plan. Computershare s broker may execute each bulk purchase order in one or more transactions over one or more days, depending on market conditions. Each participant whose purchase request is included in each bulk purchase order will receive the weighted average market price of all shares purchased by Computershare s broker for such order. 025GHB 003SSN0A05 Please retain this notice for future reference

3 The terms and conditions for sales for this plan have been changed to the following: You may sell some or all of your stock held in your plan account, even if you are not withdrawing from this plan. You may sell your shares either through your broker or through Computershare. If you elect to sell through a broker that you have selected, you must first request Computershare to move your shares to the Direct Registration System and then have your broker request Computershare to electronically transfer the number of whole shares you want to sell through the DRS Profile System. Alternatively, you may request Computershare to send you a certificate representing the number of shares you want to sell. Issuance of a stock certificate may be subject to a transaction fee. Computershare will generally move your shares to DRS or issue certificates for your shares approximately three business days after your request is received. Alternatively, you may send Computershare a request to sell some or all of the shares held in your plan account. You have the following choices when making a sale: Batch Order: A batch order is an accumulation of all sale requests by any security holder for a security submitted together as a collective request. Batch orders are submitted on each trading day, to the extent that there are sale requests. Sale instructions for batch orders received by Computershare will be processed no later than five business days after the date on which the order is received (except where deferral is required under applicable federal or state laws or regulations), assuming the applicable market is open for trading and sufficient market liquidity exists. You may request a batch order sale by calling Computershare directly at or by writing to Computershare. All sales requests received in writing will be submitted as batch order sales. Computershare will cause your shares to be sold in the open market within five business days of its receipt of your request. To maximize cost savings for batch order sale requests, Computershare will seek to sell shares in round lot transactions. For this purpose Computershare may combine each selling Plan participant s shares with those of other selling Plan participants. In every case of a batch order sale, the price to each selling Plan participant will be the weighted average sale price obtained by Computershare s broker for each aggregate order placed by Computershare and executed by the broker, less a service fee of $15 and a processing fee of $0.12 per share sold. Market Order: A market order is a request to sell shares promptly at the then current market price. You may request a market order sale only online at or by calling Computershare directly at Market order sale requests made in writing will be submitted as batch order sales. Market order sale requests received online or by telephone will be placed promptly upon receipt during normal market hours (9:30 a.m. to 4:00 p.m. Eastern Time). Any orders received after 4:00 p.m. Eastern Time will be placed promptly on the next trading day. The price will be the market price for shares obtained by Computershare s broker, less a service fee of $25 and a processing fee of $0.12 per share sold. Computershare will use commercially reasonable efforts to honor requests by participants to cancel market orders placed outside of market hours. Depending on the number of shares being sold and current trading volume in the shares, a market order may only be partially filled or not filled at

4 all on the trading day in which it is placed, in which case the order, or remainder of the order, as applicable, will be cancelled at the end of such day. To determine if your shares were sold, you should check your account online at or call Computershare directly at If your market order sale was not filled and you still want the shares to be sold, you will need to re-enter the sale request. Day Limit Order: A day limit order is an order to sell shares of our common stock when and if they reach a specific trading price on a specific day. The order is automatically cancelled if the price is not met by the end of that day (or, for orders placed during aftermarket hours, the next trading day the market is open). Depending on the number of shares of our common stock being sold and the current trading volume in the shares, such an order may only be partially filled, in which case the remainder of the order will be cancelled. The order may be cancelled by the applicable stock exchange, by Computershare at its sole discretion or, if Computershare s broker has not filled the order, at your request made online at or by calling Computershare directly at There is a service fee of $25 and a processing fee of $0.12 per share sold for each Day Limit Order sale. Good-Til-Cancelled ( GTC ) Limit Order: A GTC limit order is an order to sell shares of our common stock when and if the shares reach a specific trading price at any time while the order remains open (generally up to 30 days). Depending on the number of shares being sold and current trading volume in the shares, sales may be executed in multiple transactions and over more than one day. If an order remains open for more than one day during which the market is open, a separate service fee will be charged for each such day. The order (or any unexecuted portion thereof) is automatically cancelled if the trading price is not met by the end of the order period. The order may be cancelled by the applicable stock exchange, by Computershare at its sole discretion or, if Computershare s broker has not filled the order, at your request made online at or by calling Computershare directly at There is a service fee of $25 and a processing fee of $0.12 per share sold for each Goodtil-Cancelled Limit Order sale. General: All sales requests processed over the telephone by a customer service representative entail an additional fee of $ All per share fees include any brokerage commissions Computershare is required to pay. Fees are deducted from the proceeds derived from the sale. Computershare may, under certain circumstances, require a transaction request to be submitted in writing. Please contact Computershare to determine if there are any limitations applicable to your particular sale request. Proceeds are normally paid by check, which are distributed within 24 hours of after your sale transaction has settled. Computershare reserves the right to decline to process a sale if it determines, in its sole discretion, that supporting legal documentation is required. Instructions sent to Computershare to sell shares are binding and may not be rescinded. In addition, no one will have any authority or power to direct the time or price at which shares for the Plan are sold, and no one, other than Computershare, will select the broker(s) or dealer(s) through or from whom sales are to be made.

5 PROSPECTUS Brandywine Realty Trust Distribution Reinvestment and Share Purchase Plan 4,000,000 Common Shares of Beneficial Interest Brandywine Realty Trust is a fully integrated real estate investment trust which owns and operates office and industrial properties through Brandywine Operating Partnership, L.P. With this prospectus, we are offering our shareholders the right to participate in our Distribution Reinvestment and Share Purchase Plan. The plan provides a convenient method to purchase our Common Shares. Under the plan, existing shareholders may purchase Common Shares by reinvesting all or a portion of the cash distributions on their Common Shares or by making optional cash payments to purchase additional Common Shares. The Administrator of the plan is EquiServe Trust Company, N.A. (the Administrator ). Our Common Shares are listed on the New York Stock Exchange under the symbol BDN. Some highlights of the plan are as follows: You may purchase additional Common Shares by automatically reinvesting all or any part of the cash distributions paid on your Common Shares. There is no minimum or maximum limitation on the amount of distributions you may reinvest under the plan. You may purchase additional Common Shares by making optional cash investments of between $100 and $10,000 per month. Optional cash investments in excess of the maximum may be made only with our permission. Common Shares purchased with reinvested distributions or through optional cash investments may be purchased without brokerage commissions or service charges. Optional cash investments may be made by check or money order, or by automatic monthly deductions directly through your account at a U.S. bank or financial institution. We may sell newly-issued Common Shares directly to the Administrator or instruct the Administrator to purchase shares in the open market or privately negotiated transactions, or elect a combination of these two alternatives. Holders of shares in broker or nominee names may participate in the plan, in which case, brokers or nominees will reinvest distributions and make optional cash purchases on behalf of beneficial owners. Participants will receive a statement after each purchase of Common Shares with optional cash investments and a detailed statement showing all year-to-date activity after each distribution reinvestment. To enroll in the plan you must complete and return an enrollment authorization form to the Administrator. For further enrollment information, you should contact: EquiServe Trust Company, N.A. Attn: Brandywine Share Purchase Plan P.O. Box 2598 Jersey City, NJ Telephone: TDD: A telecommunications device for the hearing impaired is available. Internet: Messages forwarded on the Internet will receive a prompt reply. EquiServe s Internet address is: http// This prospectus relates to the offer and sale of up to 4,000,000 Common Shares under the plan. You should retain this prospectus for future reference. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR HAS DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is December 29, 2000.

6 TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS... 4 THE COMPANY... 4 DISTRIBUTION POLICY... 4 SUMMARY OF THE PLAN... 5 Purpose of Plan... 5 Eligibility and Enrollment... 5 Reinvestment of Distributions... 5 Optional Cash Investments up to $10, Optional Cash Investments in Excess of $10,000 Request for Waiver Purchase Dates... 5 Source of Shares... 6 Purchase Price... 6 Number of Shares Offered... 7 Advantages of the Plan... 7 Disadvantages of the Plan... 7 THE PLAN... 8 Purpose... 8 Administration... 8 Eligibility... 9 Enrollment Procedures... 9 Distribution Options Changing Distribution Options Discontinuing Distribution Reinvestment Cash Investment Options Direct Deposit of Distributions Optional Cash Investments in Excess of $10,000 Request for Waiver Purchase Dates Source of Shares Purchase Price Share Safekeeping and Share Certificate Mailing Certificates for Shares Sale of Shares Gifts and Transfers of Shares Share Splits, Share Distributions and Rights Offerings Plan Reports Plan Costs Pledging of Shares in Participant s Accounts Voting Rights of Shares in Participant s Accounts Termination, Suspension or Modification of the Plan Limitations on Liability Termination of a Participant Governing Law PAGE 2

7 MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN Distribution Reinvestment Component Optional Cash Investment Component Shareholders Subject to Withholding Additional Information RESTRICTIONS ON OWNERSHIP OF SHARES PLAN OF DISTRIBUTION AND UNDERWRITERS USE OF PROCEEDS EXPERTS LEGAL MATTERS INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE WHERE YOU CAN FIND MORE INFORMATION PAGE 3

8 FORWARD-LOOKING STATEMENTS Some of the information included or incorporated by reference in this prospectus contains forward-looking statements, including statements that are not historical or factual. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and we are including this paragraph for purposes of complying with these safe harbor provisions. The forward-looking statements include statements regarding our intent, belief or expectations. You can identify these statements by the use of terminology such as may, will, expect, believe, intend, plan, estimate, should and other comparable terms or the negative thereof. In addition, we, through our senior management, from time to time make forward-looking oral and written public statements concerning our expected future operations and other developments. Investors are cautioned that, while forward-looking statements reflect our good faith beliefs and best judgment based upon current information, they are not guarantees of future performance and are subject to known and unknown risks and uncertainties. Actual results may differ materially from the expectations contained in the forward-looking statements as a result of various factors. Such factors include, but are not limited to, the risks identified in our Annual Report on Form 10-K for the year ended December 31, 1999 and the following: general economic and local real estate conditions could change (for example, our tenants businesses may change if the economy changes, which might affect the amount of rent our tenants pay us or their ability to pay rent to us); the laws that apply to us could change (for instance, a change in the tax laws that apply to REITs could result in unfavorable tax treatment for us); financing opportunities may not be available to us, or may not be available to us on favorable terms; our operating costs may increase; and suitable acquisition or development opportunities may not be available to us or may not be available to us on favorable terms. UNLESS OTHERWISE INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES IN THIS PROSPECTUS TO WE, US, OUR OR THE COMPANY MEANS BRANDYWINE REALTY TRUST AND ITS SUBSIDIARIES. THE COMPANY We, Brandywine Realty Trust, were formed in 1986 as a Maryland real estate investment trust. We are self- administered and self-managed and engage in acquiring, developing, redeveloping, leasing and managing office and industrial properties predominantly located in the Mid-Atlantic region. We operate in a manner intended to qualify as a REIT under the Internal Revenue Code. Our executive offices are located at 14 Campus Boulevard, Newtown Square, Pennsylvania and our telephone number is (610) DISTRIBUTION POLICY We intend to make quarterly distributions to our shareholders in amounts required to maintain our qualification as a REIT under the Internal Revenue Code. All distributions will be made by us at the discretion of our Board of Trustees and will depend on our earnings and financial condition, the amount of distributions necessary to maintain our REIT status and such other factors as our Board of Trustees may deem relevant from time to time. 4

9 SUMMARY OF THE PLAN The following summary description of our Distribution Reinvestment and Share Purchase Plan is qualified by reference to the full text of the plan which is contained in this prospectus. Terms used in the summary have the meanings given to them in the plan. Purpose of Plan The purpose of the plan is to provide a convenient and economical way for our shareholders to invest all or a portion of their cash distributions in additional Common Shares and to make optional cash investments of additional Common Shares. The plan also provides us with a means of raising additional capital through the direct sale of our Common Shares. Eligibility and Enrollment You can participate in the plan if you are currently a registered holder of our Common Shares by submitting a completed enrollment authorization form. You may obtain an enrollment authorization form from the Administrator. You may participate directly in the plan only if you hold Common Shares in your own name. If you hold Common Shares through a brokerage or other account, you may participate in the plan by having such shares transferred into your own name or you may arrange to have your broker or other custodian participate on your behalf. Reinvestment of Distributions If you are currently a shareholder, you can reinvest your cash distributions on some or all of your Common Shares in additional Common Shares without having to pay brokerage commissions or service fees. We may, but are not obligated to, from time to time, offer up to a 5% discount on newly-issued Common Shares purchased with reinvested cash distributions. Optional Cash Investments up to $10,000 If you are currently a shareholder, you can buy Common Shares directly from us without having to pay brokerage commissions or service fees. You can invest a minimum of $100 and a maximum of $10,000 in any one calendar month. Purchases may be made by check or money order, or by automatic monthly deductions from your account at a U.S. bank or financial institution. We may, but are not obligated to, from time to time, offer up to a 5% discount on newly-issued Common Shares purchased pursuant to this option. Optional Cash Investments in Excess of $10,000 Request for Waiver Optional cash investments in excess of $10,000 made pursuant to a request for waiver are not subject to a predetermined maximum limit on the amount of the investment or on the number of Common Shares that may be purchased. The discount, if any, on optional cash investments made pursuant to a request for waiver will range from 0-5% and will be established at our discretion, along with any other terms, after a review of current market conditions, the level of participation and our current and projected capital needs. We currently have no expectation of granting any waivers prior to May 1, 2001, at the earliest. Purchase Dates When the Administrator purchases Common Shares from us with optional cash investments, such purchases shall be made on the Purchase Date in each month. If the Administrator is buying Common 5

10 Shares directly from us through optional cash investments of up to $10,000, then the Purchase Date will occur on the last trading day of the month of purchase. If the Administrator is buying Common Shares directly from us through an optional cash investment in excess of $10,000 pursuant to a request for waiver, then the Administrator will purchase the Common Shares once each month over a ten day pricing period, with each day in the pricing period being considered a Purchase Date, as more fully discussed below. When the Administrator purchases Common Shares from us through distribution reinvestment, then the Purchase Date will be the distribution payment date (or if such date is not a trading day, then the first trading day immediately preceding such date). If the Administrator purchases Common Shares in the open market or in privately negotiated transactions, then the Administrator will purchase such shares as soon as is practical beginning on the day that would be deemed the Purchase Date if the Common Shares were purchased from us. Source of Shares The Administrator will purchase Common Shares either directly from us as newly-issued Common Shares or from parties other than us, either in the open market or in privately negotiated transactions. We currently expect that all Common Shares purchased under the plan prior to May 1, 2001, at the earliest, whether from reinvestment of cash distributions or optional cash investments, will be provided through purchases of Common Shares by the Administrator in the open market or in privately negotiated transactions, not from newly-issued Common Shares. Purchase Price If the Administrator purchases Common Shares directly from us, with reinvested distributions or optional cash investments of up to $10,000, the Administrator will pay a price equal to 100% (subject to change as provided below) of the average of the daily high and low sales prices for a Common Share reported by the New York Stock Exchange on the applicable Purchase Date, or, if no trading occurs in Common Shares on the applicable Purchase Date, the first trading day immediately preceding the Purchase Date for which trades are reported, computed to three decimal places, if necessary. If the Administrator purchases Common Shares directly from us, with optional cash investments of greater than $10,000, the Administrator will purchase the Common Shares pro rata over a ten day pricing period, with each day in the pricing period being a Purchase Date. The ten day pricing period is the ten consecutive trading days ending on the last trading day of each month. On each of the ten Purchase Dates the Administrator will pay a price equal to 100% (subject to change as provided below) of the average of the daily high and low sales prices of a Common Share reported by the New York Stock Exchange computed up to three decimal places, if necessary. Purchases by the Administrator during the pricing period may be subject to a minimum waiver amount, as more fully described below. The price the Administrator will pay us for newly-issued Common Shares in the case of distribution reinvestments, optional cash investments up to $10,000 and optional cash investments in excess of $10,000 may be discounted by 0-5% at our discretion. No discount will be provided for Common Shares purchased by the Administrator in the open market or in privately negotiated transactions. If the Administrator purchases Common Shares in the open market or in privately negotiated transactions, then the Administrator will pay a price equal to the weighted average purchase price paid by the Administrator for such shares, computed up to three decimal places, if necessary. The Administrator will purchase such shares as soon as is practical beginning on the applicable Purchase Date. 6

11 Number of Shares Offered Initially, 4,000,000 Common Shares are authorized to be issued and registered under the Securities Act for offering pursuant to the plan. Because we expect to continue the plan indefinitely, we expect to authorize and register additional Common Shares from time to time as necessary for purposes of the plan. Advantages of the Plan The plan provides participants with the opportunity to reinvest cash distributions in additional Common Shares without having to pay brokerage commissions or service charges. The plan provides participants with the opportunity to make monthly optional cash investments, subject to minimum and maximum amounts, for the purchase of Common Shares without having to pay any brokerage commissions or service charges. From time to time the plan may provide a 0-5% discount on Common Shares purchased from us through reinvested distributions, optional cash purchases up to $10,000 or optional cash purchases in excess of $10,000. Monthly optional cash investments up to $10,000 may be made by check or money order or by automatic deductions at a U.S. bank or financial institution. Cash distributions paid on Common Shares enrolled in the plan can be fully invested in additional Common Shares because the plan permits fractional shares to be credited to plan accounts. Distributions on fractional shares, as well as on whole shares, will also be reinvested in additional shares which will be credited to participants plan accounts. For safekeeping purposes, a participant, at no cost, can convert Common Share certificates into book-entry form that will be credited to his or her account. At no cost to and at the request of participants, the Administrator will send certificates to participants for shares credited to their accounts. At any time, a participant may request the sale of all or part of the shares credited to his or her account. Periodic statements reflecting all current activity, including purchases of shares and the most recent account balance, should simplify participants record keeping. Disadvantages of the Plan No interest will be paid on distributions or optional cash investments held pending reinvestment or investment. In addition, optional cash investments of less than $100 and that portion of any optional cash investment which exceeds the maximum monthly purchase limit of $10,000, unless that limit has been waived, are subject to return to the participant without interest. With respect to optional cash investments in excess of $10,000 made pursuant to a request for waiver, the actual number of shares to be purchased will not be determined until after the end of the relevant pricing period. Therefore, during the pricing period, participants will not know the actual price per share or number of shares they have purchased. Because optional cash investments are not necessarily invested by the Administrator immediately on receipt, those payments may be exposed to changes in market conditions for a longer period of time than in the case of typical secondary market transactions. 7

12 Sales of Common Shares credited to a participant s plan account will involve a nominal fee per transaction to be deducted from the proceeds of the sale by the Administrator (if the sale is made by the Administrator at the request of a participant), plus any brokerage commissions and any applicable share transfer taxes on the sales. Common Shares credited to the participant s account cannot be pledged until a certificate is issued for the shares. From time to time, financial intermediaries may engage in positioning transactions in order to benefit from the discount, if any, from the market price of the Common Shares acquired through the reinvestment of distributions and optional cash investments under the plan. Transactions of this type may cause fluctuations in the trading volume of our Common Shares. We reserve the right to modify, suspend or terminate participation in the plan by otherwise eligible holders of our shares in order to eliminate practices which are not consistent with the purposes of the plan. THE PLAN The provisions of the plan, in effect as of the date of this prospectus, are provided below. Shareholders who do not elect to participate in the plan will receive cash distributions, as declared and paid in the usual manner. Purpose The purpose of the plan is to provide our shareholders with a convenient and economical method of purchasing our Common Shares and investing all or a portion of their cash distributions in additional Common Shares. The plan allows current shareholders the opportunity to invest cash distributions and optional cash investments in additional Common Shares without payment of a brokerage commission or service fee. To the extent additional shares are purchased directly from us, the plan also provides us a means of raising additional capital through the direct sale of Common Shares. The plan is primarily intended for the benefit of long-term investors, and not for the benefit of individuals or institutions who engage in short-term trading activities that could cause aberrations in the price or trading volume of our Common Shares. Administration The plan will be administered by EquiServe Trust Company, N.A. The Administrator acts as agent for participants, processes the purchasing of Common Shares acquired under the plan, keeps records of the accounts of participants, sends regular reports of account activity to participants and performs other duties relating to the plan. Shares purchased for each participant under the plan will be credited in book-entry form to participants accounts maintained by the Administrator, unless and until a participant requests that a certificate for all or part of the shares be issued. The Administrator also serves as distribution disbursement agent, transfer agent and registrar for our Common Shares. The Administrator reserves the right to resign at any time upon reasonable notice to us. All correspondence and inquiries concerning the Plan should be directed to: EquiServe Trust Company, N.A. Attn: Brandywine Realty Trust Share Purchase Plan P.O. Box 2598 Jersey City, NJ Please be sure to include a reference to Brandywine Realty Trust in your correspondence. 8

13 Telephone: Shareholder customer service, including sale of shares: (Within the United States and Canada) (Outside the United States and Canada) An automated voice response system is available 24 hours a day, 7 days a week. Customer service representatives are available from 8:30 a.m. to 7:00 p.m. U.S. Eastern time each business day. TDD: A telecommunications device for the hearing impaired is available. Foreign language translation service for more than 140 languages is available. Internet: You can also obtain information about your account via the Internet on EquiServe s web site At the web site, you can access your share balance, sell shares, request a share certificate, and obtain online forms and other information about your account. To get access, you will require a password which will be sent to you, or you can request one by calling toll-free THE-WEB7 ( ). Eligibility A shareholder whose Common Shares are registered in his or her name may participate in the plan directly. A beneficial owner (which means a shareholder whose Common Shares are registered in a name other than his or her name, for example, in the name of a broker, bank or other nominee) must either become a registered holder by having the shares transferred into his or her name or by making arrangements with his or her broker, bank or other nominee to participate in the plan on the participant s behalf. The right to participate in the plan is not transferable to another person apart from a transfer of the underlying Common Shares. We reserve the right to modify, suspend or terminate participation in the plan by persons who utilize the plan to engage in short-term trading or other activities that cause aberrations in the price or trading volume of our Common Shares. In order to participate, you must fulfill conditions of participation described below under the caption Enrollment Procedures ; and if you are a citizen or resident of a country other than the United States, its territories and possessions, your participation must not violate local laws applicable to you, us or the plan. Participants residing in jurisdictions in which their participation in the plan would be unlawful will not be eligible to participate in the plan. Enrollment Procedures If you are interested in participating in the plan, the Administrator will mail you introductory plan materials, including a prospectus and an enrollment authorization form. Enrollments in the plan are made: by registered shareholders (i.e., holders of record), by submitting a completed enrollment authorization form to the Administrator with your name exactly as it appears on your Common Share certificate. If you are a beneficial owner of Common Shares registered in the name of a financial intermediary (for example, a broker, bank or other nominee), you may participate in the plan by directing your financial intermediary to re-register your shares in your name. Costs associated with that registration will be borne by you. You may then enroll in the plan as a registered shareholder. Alternatively, you may make arrangements with your financial intermediary to participate in the plan on your behalf. 9

14 The enrollment authorization form appoints the Administrator as the participant s agent for purposes of the plan and directs the Administrator to apply to the purchase of additional Common Shares the cash distributions on the number of Common Shares designated by the participant to be reinvested through the plan. The enrollment authorization form also directs the Administrator to purchase additional Common Shares with any optional cash investments that the participant may elect to make. The Administrator will process enrollment authorization forms as promptly as practicable. Participation in the plan will begin after the properly completed form has been accepted by the Administrator. Distribution Options We typically pay cash distributions on our Common Shares quarterly. The payment of distributions in the future and the amount of distribution payments, if any, will depend upon our financial condition and other factors as our Board of Trustees deems relevant. You may select from the following distribution options: Reinvestment of Cash Distributions: You may elect to reinvest all or part of your cash distributions by designating your election on the enrollment authorization form. Automatic reinvestment of your distributions does not relieve you of liability for income taxes that may be owed on your distributions. Distributions paid on shares credited to your account will be included in information provided both to you and the Internal Revenue Service. Cash Distributions: You may elect to receive all or part of your distributions in cash by designating your election on the enrollment authorization form. Distributions paid in cash will be sent to you by check in the usual manner or by direct deposit, if you have elected the direct deposit option described below under the caption Direct Deposit of Distributions. If you elect a partial cash payment of your cash distributions, you must specify the number of whole shares for which you want to receive cash distributions. Distributions paid on all other shares registered in your name in certificate form and/or credited to your account will be reinvested under the plan in additional Common Shares. For each method of distribution reinvestment, cash distributions will be reinvested on all shares other than those designated for payment in cash in the manner specified above until the participant specifies otherwise or withdraws from the plan altogether, or until the plan is terminated. Changing Distribution Options You may change your distribution option by telephoning or writing to the Administrator or by submitting a new election on an enrollment authorization form to the Administrator. To be effective for a specific distribution, any change must be received by the Administrator before the record date for that distribution. Discontinuing Distribution Reinvestment You may discontinue reinvestment of cash distributions at any time by giving telephone or written instructions to the Administrator. If the Administrator receives the request to discontinue distribution reinvestment on or after the record date for a distribution, the Administrator may either pay the distribution in cash or reinvest it under the plan on the next distribution Purchase Date to purchase Common Shares on your behalf. If reinvested, the Administrator may sell the shares purchased and send the proceeds to you less any service fee, applicable brokerage commission and any other costs of sale. After processing your request to 10

15 discontinue distribution reinvestment, any shares credited to your account under the plan will continue to be held in book-entry form. Distributions on any shares held in book-entry form, and on any shares you held in certificate form, will be paid in cash by check or by direct deposit to your account at a pre-designated U.S. bank or financial institution of your choice. Cash Investment Options Full investment of funds in Common Shares is possible under the plan. Fractional, as well as full shares, will be credited to your account. Check Investment You may make optional cash investments by personal check or money order payable in United States dollars to EquiServe Brandywine Realty Trust. To be effective for a particular Purchase Date, the Administrator must receive your optional cash investment at least (a) one business day before that Purchase Date for investments up to $10,000 or (b) one business day before the commencement of the Pricing Period for investments in excess of $10,000. Plan participants should mail their optional cash investments to the Administrator with the transaction form attached to each statement of account sent to them by the Administrator. Automatic Investments You may make automatic optional cash investments of a specified amount (not less than $100 per purchase nor more than $10,000 monthly) by electronic funds transfer from a pre-designated account at a United States bank or financial institution. If automatic deductions are used for optional cash investments, you must complete and sign the section entitled authorization form for automatic deductions on the enrollment authorization form and return it to the Administrator, with either a voided blank check or a deposit form for the bank account from which funds are to be drawn. The automatic deduction form will be processed and will become effective as promptly as practicable. However, you should allow four to six weeks for the first investment to be initiated using this automatic investment feature. Once automatic deductions begin, funds will be withdrawn from your bank account on the third business day preceding each monthly Purchase Date. Automatic deductions will continue indefinitely until you notify the Administrator by telephone or in writing that the automatic deductions are to stop. You may change or stop automatic deductions by notifying the Administrator by telephone, fax or in writing. You must complete a new authorization form for automatic deductions when you transfer ownership of shares or otherwise establish a new account on the Administrator s records, or close or change your designated bank account, or are assigned a new account number by your bank. To be effective for a particular Purchase Date, the Administrator must receive your new instructions at least four business days before the withdrawal date. Direct Deposit of Distributions Through the plan s direct deposit feature, instead of receiving distribution checks, you may elect to have your cash distributions paid by electronic funds transfer to your pre-designated checking or savings account at 11

16 a United States bank or financial institution on the distribution payment date. To receive distributions by direct deposit, you must complete, sign and return to the Administrator a direct deposit authorization form. You may obtain a direct deposit authorization form by calling the Administrator at Direct deposit authorization forms will be processed and will become effective as promptly as practicable after receipt by the Administrator. You may change your designated bank account for automatic direct deposit or discontinue this feature at any time by submitting to the Administrator a new direct deposit authorization form or by written instruction to the Administrator. Optional Cash Investments up to $10,000 If you are a current shareholder you may make optional cash investments by personal check, money order or automatic deduction from a U.S. bank account in the minimum amount of $100, up to a maximum amount of $10,000 monthly. Except when accompanied by a Request For Waiver Form (described below), in no event can the aggregate of your plan investments exceed $10,000 per month. Optional cash investment amounts up to $10,000 per month by check or money order must be received by the Administrator for purchases of Common Shares on or before the business day prior to the next Purchase Date. Cash received after that date will be held by the Administrator for purchases to be made on the next Purchase Date. No interest will be paid on payments received for purchases and held pending investment by the Administrator. We may adjust all minimum and maximum plan investment amounts at our discretion from time to time after notification to all participants. Optional cash investments will be returned to you upon your telephonic or written request received by the Administrator not less than two business days before the Purchase Date. Participants should be aware that since investments under the plan are made as of specified dates, one may lose any advantage that otherwise might be available from being able to select the timing of an investment. Neither we nor the Administrator can assure a profit or protect against a loss on Common Shares purchased under the plan. Optional Cash Investments in Excess of $10,000 Request for Waiver If you wish to make an optional cash investment in excess of $10,000 for any Purchase Date, you must obtain our prior written approval. To obtain our approval, you must submit a request for waiver. To make a request for waiver, you should obtain a Request For Waiver Form from our Senior Vice President and Chief Financial Officer at (610) Completed Request for Waiver Forms should be sent to our Senior Vice President and Chief Financial Officer via facsimile at (610) no later than two (2) business days prior to the commencement of the applicable ten day pricing period (the business day preceding the first day of the applicable pricing period is referred to below as the Waiver Cash Payment Due Date ). If we have approved your request for waiver, then you must send the Administrator a copy of our written waiver approval along with your optional cash investment of greater than $10,000. The Administrator must receive your optional cash investment in good funds pursuant to an approved Request For Waiver by the Waiver Cash Payment Due Date. We have the sole discretion to approve any request to make an optional cash investment in excess of the $10,000 monthly maximum allowable amount. We may grant such requests for waiver in order of receipt or by any other method that we determine to be appropriate. We also may determine the amount that you may invest pursuant to a waiver. In deciding whether to approve your request for waiver, we may consider, among other things, the following factors: 12

17 whether, at the time of such request, the Administrator is acquiring Common Shares for the plan directly from us or in the open market or in privately negotiated transactions with third parties; our need for additional funds; our desire to obtain such additional funds through the sale of Common Shares as compared to other sources of funds; the purchase price likely to apply to any sale of Common Shares; the extent and nature of your prior participation in the plan; the number of Common Shares you hold of record; and the total amount of optional cash investments in excess of $10,000 for which requests for waiver have been submitted. If you do not receive a response from us in connection with your request for waiver, you should assume that we have denied your request. Purchase Dates The Purchase Date is the date or dates on which Common Shares are purchased with reinvested distributions and optional cash investments. The Purchase Date under the plan depends on how you purchase the shares and whether we issue new shares to you or the plan obtains your shares by purchasing them from parties other than us. Reinvested Distributions: If the Administrator acquires shares directly from us, the Purchase Date for reinvested distributions is the date or dates declared by our Board of Trustees for the payment of quarterly cash distributions (or if such date is not a trading day, then the first trading day immediately preceding such date). If the Administrator acquires shares from parties other than us either in open market or privately negotiated purchases, such purchases will begin on the day that would be deemed the Purchase Date if the shares were acquired directly from us and will be completed no later than thirty days following the date on which we paid the applicable cash distribution, except where completion at a later date is necessary or advisable under any applicable federal or state securities laws or regulations. The record date associated with a particular distribution is referred to in this plan as a distribution record date. Optional Cash Investments up to $10,000: If the Administrator purchases the shares directly from us, the Purchase Date for optional cash investments by check, money order or by automatic monthly deduction up to $10,000 will be on the last trading day of each month. If the Administrator acquires shares from parties other than us either in open market or privately negotiated purchases, such purchases will begin on the day that would be deemed the Purchase Date if the shares were acquired directly from us and will be completed no later than thirty-five days following such date, except where completion at a later date is necessary or advisable under any applicable federal or state securities laws or regulations. Optional cash investments by check or money order must be received by the Administrator on or before the business day prior to a Purchase Date, otherwise the cash will not be invested until the next Purchase Date. Optional Cash Investments in Excess of $10,000: If the Administrator is buying Common Shares directly from us with an optional cash investment by check or money order in excess of $10,000 13

18 pursuant to an approved request for waiver, then there will be ten (10) Purchase Dates, each of which will occur on a separate day on which the New York Stock Exchange is open for business in a Pricing Period (as defined in the next paragraph), with one-tenth (1/10) of your optional cash investment being invested on each such day, subject to the qualifications set forth under Minimum Waiver Price below. The Administrator must receive your optional cash investment in good funds pursuant to an approved request for waiver no later than the business day preceding the applicable Pricing Period. The Pricing Period is the period encompassing the ten consecutive trading days ending on the last trading day of each month. Distributions are paid as and when declared by our Board of Trustees. There can be no assurance as to the declaration or payment of a distribution, and nothing contained in the plan obligates us to declare or pay any distribution on our Common Shares. The plan does not represent a guarantee of future distributions. Source of Shares Shares will be, at our discretion, purchased: (1) directly from us in the form of newly-issued shares; (2) on the open market or in privately negotiated transactions; or (3) a combination of the above. We currently do not expect to issue new Common Shares, either to fund reinvested distributions or optional cash purchases, prior to May 1, 2001, at the earliest, and will have no obligation to do so after May 1, Full and fractional shares acquired under the plan will be calculated and credited to participants accounts. The number of shares purchased will be the total amount invested divided by the applicable purchase price per share as described below. Purchase Price The Purchase Price is the price at which the Administrator purchases our Common Shares with reinvested distributions and optional cash payments. The Purchase Price under the plan depends in part on whether the Administrator purchases the Common Shares from us or from parties other than us. The Purchase Price also depends on whether we are offering discounts on purchases of shares from us under the plan at that time. Reinvested Distributions If the Administrator purchases Common Shares directly from us with reinvested distributions, the Administrator will pay a price equal to 100% (subject to change as provided below) of the average of the daily high and low sales prices for a Common Share reported by the New York Stock Exchange on the applicable Purchase Date, or, if no trading occurs in Common Shares on the applicable Purchase Date, the first trading day immediately preceding the Purchase Date for which trades are reported, computed to three decimal places, if necessary. The Purchase Price may be reduced by up to 5% if we are offering a discount on purchases with reinvested distributions on the applicable Purchase Date. If the Administrator purchases Common Shares in the open market or in privately negotiated transactions, then the Administrator will pay a price equal to the weighted average purchase price paid by the Administrator for such shares, computed up to three decimal places, if necessary. Discounts are not available when shares are purchased from persons other than us. Optional Cash Investments up to $10,000 If the Administrator purchases Common Shares directly from us with optional cash investments of up to $10,000, the Administrator will pay a price equal to 100% (subject to change as provided below) of the 14