Pennsylvania Real Estate Investment Trust: AMENDMENT NO. 3 TO THE PENNSYLVANIA REAL ESTATE INVESTMENT TRUST AMENDED AND RESTATED TRUST AGREEMENT DATED DECEMBER 18, 2008, AS AMENDED – Form 8-K

AMENDMENT NO. 3 TO THE AMENDED AND REFORMED TRUST AGREEMENT DATED DECEMBER 18, 2008 IN THE AMENDED FORM

FROM

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

Pennsylvania Real Estate Investment Trust, a business trust incorporated and existing under the laws of the Commonwealth of Pennsylvania (“PREIT”), hereby certifies that pursuant to the power of attorney conferred by the Board of Trustees of PREIT (the “Board of Trustees”), by the Deed of Trust as amended and restated on December 18, 2008 (the “Deed of Trust”) and in accordance with 15 Pa. CS Chapter 95, the Board of Trustees duly adopted the following resolutions, the resolutions remaining in full force and effect as of the date of this posting:

DISSOLVEDthat the Deed of Trust is hereby amended by inserting the following paragraph as a new Paragraph 8.G:

G. Reverse Stock Split of Common Stock

Effective immediately on June 16, 2022 (the “Effective Date”), without further action by the Trust or any other person, 15 shares each of the issued and outstanding common shares of the Trust (the “Old Common Shares”) will be issued automatically, without further action on the part of the Trust or a holder of old common stock, to convert it into a fully paid up and non-rateable common stock (the “New Common Stock”). The conversion described in the preceding sentence is collectively referred to herein as a “Reverse Common Stock Split” and such a 1/15 split factor is referred to as a “Reverse Common Stock Split Factor”. In addition, the total number of right-of-use rights permitted under paragraph 8 shall be adjusted by multiplying the total number of right-of-use rights permitted under paragraph 8(1) by the common stock reverse split factor. No fractional shares of common stock will be issued in the reverse share split of common stock. In lieu of fractional Shares to which a holder would otherwise be entitled, the Trust will pay cash payments equal to that fraction multiplied by the closing price of a common share on the New York Stock Exchange on the day immediately prior to the Effective Time. As of and after the Effective Time, all Common Stock certificates representing Old Common Stock immediately prior to the Effective Time will automatically and without the need to present the same for conversion, as of and after the Effective Time, represent the number of New Common Stock into which such Old Common Stock has been converted Common Stock converted in the Common Stock Reverse Stock Split pursuant to this Section 8.G.

All Restricted Shares, Restricted Share Units, Performance Share Units (collectively, the “Equity Awards”) outstanding at the Effective Date will be adjusted as of the Effective Date as follows: the number of Common Shares representing each such Equity Award, the the holder’s entitlement to earn is multiplied by the common share reverse split factor, rounded down to the nearest whole common share.”

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