[POST PROPERTIES LOGO]
For Immediate Release
Contact: Judith Wilkinson/Nina Covalesky PRESS RELEASE
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Post Properties Affirms Board's Commitment to Increase Value
for Shareholders
Company to Pursue More Aggressive Asset Sales Program and Review Senior
Management Compensation Structure to Better Align Economic Interests
with Shareholders
ATLANTA, May 15, 2003 - The Board of Directors of Post Properties, Inc. (NYSE:
PPS), an Atlanta-based real estate investment trust, today confirmed its
commitment to explore all alternatives to increase value for shareholders. In
furtherance of that objective, the Company stated its intention to pursue a more
aggressive program of asset sales. As previously announced, Post is currently on
track to meet its earlier goal of $100 to $150 million in asset sales for 2003.
In addition, the Board said that its Compensation Committee will review the
compensation structure for senior management with a view to providing more
equity-based incentives. This will better align the economic interests of senior
management with those of Post shareholders.
These actions underscore the Board's previously stated commitment to create
increased value for the holders of Post common stock. For example, in recent
weeks Post's Board has stated:
o "The Board would give appropriate consideration to acquisition
proposals that are in the best interests of shareholders."
(Letter to Post Properties shareholders dated April 28, 2003)
o The Board is "reviewing all strategic alternatives on an
ongoing basis." (Letters to Post Properties shareholders dated
May 5, 2003, and May 9, 2003)
o The "Board will do what is right for all shareholders, will
consider all options, including acquisition proposals, that
are in the best interests of all shareholders." (SEC filing on
May 6, 2003)
o "The Board has publicly committed to review all strategic
alternatives, and in this regard the Board will form a special
committee at such time as it may be appropriate." (Post
Properties press release issued May 9, 2003)
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Robert C. Goddard, III, Chairman of the Board of Directors of Post
Properties, said, "As directors, we take very seriously our obligations to
shareholders, and when we commit to explore `all alternatives,' that is exactly
what we mean. We are very much aware of our responsibilities and we remain
focused on the interests of holders of Post Properties common stock. We are
pleased that ISS, the nation's leading independent proxy voting and corporate
governance advisory firm, in its recent recommendation, concluded that the best
way to create shareholder value is to elect Post's Board nominees."
ISS' analyses and recommendations are relied upon by hundreds of
major institutional investment firms, mutual funds and fiduciaries throughout
the United States.
Post Properties also reaffirmed its commitment to excellence in
corporate governance, and cited its recent governance initiatives:
o Elimination of the Classified Board of Directors, so that all
directors will be elected annually;
o Severe limitations on any future use of a shareholder rights
plan, so that any such rights plan cannot last more than nine
months unless it has been approved by shareholders;
o Commitment not to opt into the Georgia anti-takeover law
without shareholder approval; and
o Commitment that the "share ownership" limitations in the
Company's Articles of Incorporation will be used only for
purposes of protecting the Company's status as a tax qualified
REIT and not for any anti-takeover purposes.
Nationwide, Post Properties owns approximately 30,080 apartment homes
in 80 communities, including 1,256 units currently under development.
Certain statements made in this release and other written or oral statements
made by or on behalf of the Company may constitute "forward-looking statements"
within the meaning of the federal securities laws. Statements regarding future
events and developments and the Company's future performance, as well as
management's expectations, beliefs, intentions, plans, estimates or projections
relating to the future, are forward-looking statements within the meaning of
these laws. Management believes that these forward-looking statements are
reasonable; however, you should not place undue reliance on such statements.
These statements are based on current expectations and speak only as of the date
of such statements. The Company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of future events, new
information or otherwise. Important risk factors regarding the Company are
included under the caption "Risk Factors" in the Company's Annual Report on Form
10-K for the year ended December 31, 2002 and may be discussed in subsequent
filings with the SEC.
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