Power REIT

Proposal 3 asks common shareholders to approve a governance amendment to the Series A Articles Supplementary. The amendment would give Series A Preferred Stock holders, voting separately as a class, exclusive authority to approve future Declaration of Trust amendments affecting only that stock’s contract rights. The proposal does not itself convert preferred shares, change the dividend rate, alter the liquidation preference, or authorize additional common shares. Management is seeking approval to preserve flexibility to restructure the capital stack, potentially including a future conversion of some or all Series A Preferred Stock into common shares on terms not yet determined. The Board links this flexibility to reducing the preferred stock’s growing senior dividend and liquidation claims, improving the Trust’s ability to raise capital, and potentially addressing NYSE American market-capitalization and equity-listing pressures. Approval would eliminate the need for a later common-shareholder vote on a qualifying amendment, although a separate two-thirds Series A Preferred Stock class vote may still be required and Articles of Amendment must be filed. The principal risk is that common shareholders would surrender a future approval right and could face significant dilution if preferred shares are later converted into common shares. The amendment could also increase preferred holders’ influence over transactions and potentially discourage or delay unsolicited acquisition proposals. The Board recommends FOR, while acknowledging that the future terms and anticipated benefits are uncertain and that delisting remains possible.