Wells Real Estate Investment Trust, Inc. Securities Litigation

Plaintiff filed a Complaint against Defendants and alleged that the Class was injured by Defendants' omission of certain material information from the Proxy, through which the Defendants solicited and obtained shareholder votes to approve the Internalization in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). Plaintiff alleges that the Defendants failed to supplement the Proxy to disclose the existence of proposals made by a third party to purchase all of the shares of Wells REIT, as well as the fact that the third party placed a higher value on the shares if the Internalization was not consummated. The price at which Wells REIT issued shares to acquire the Advisor in the Internalization was less than what the third party offered to pay for the shares.

Defendants deny all of Plaintiff's allegations and claims. Defendants contend that the lawsuit has no merit and the evidence does not support Plaintiff's claims. Defendants deny they engaged in any misconduct.

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