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PROXY SUMMARY

April 5, 2019

PROXY STATEMENT

The Board of Trustees (the "Board") of Industrial Logistics Properties Trust (the "Company," "we," "us" or "our") is furnishingThis proxy summary highlights information which may be provided elsewhere in this proxy statement and accompanying proxy card (or voting instruction form) to you in connection with the solicitation of proxies by the Board for the 2019 annual meeting of shareholdersProxy Statement. This summary does not contain all of the Company. The meeting will be held at Two Newton Place, 255 Washington Street, Suite 100, Newton, Massachusetts 02458 on Monday, June 3, 2019, at 9:30 a.m., Eastern time,information that you should consider, and any adjournments or postponements thereof (the "2019 Annual Meeting"). Weyou should read the entire Proxy Statement carefully before voting. Page references are first making these proxy materials availablesupplied to shareholders on or about April 5, 2019.help you find further information in this Proxy Statement.

Only ownersELIGIBILITY TO VOTE

You can vote if you were a shareholder of record of common shares of beneficial interest of the Company ("Common Shares") as ofat the close of business on January 31, 2019,March 24, 2021, the record date for our 2021 Annual Meeting.

HOW TO CAST YOUR VOTE (Page 43)

You can vote by any of the meeting, are entitled to noticefollowing methods:

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By Telephone or Internet.All shareholders of andrecord can authorize a proxy to vote their shares by touchtone telephone by calling 1-800-690-6903, or through the internet at www.proxyvote.com, using the procedures and instructions described in your Notice Regarding the Availability of Proxy Materials or proxy card.



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By Written Proxy.All shareholders of record also can submit voting instructions by written proxy card. If you are a shareholder of record and receive a Notice Regarding the Availability of Proxy Materials, you may request a written proxy card by following the instructions included in the notice.



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Electronically at our 2021 Annual Meeting.All shareholders of record may vote electronically at the meeting andmeeting. Beneficial owners may vote electronically at any postponements or adjournments of the meeting. Holders of Common Shares are entitled to one vote for each Common Share held on the record date. On January 31, 2019, there were 65,074,791 Common Shares issued and outstanding.

The mailing address of the Company's principal executive offices is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2019 ANNUAL MEETING TO BE HELD ON MONDAY, JUNE 3, 2019.

The Notice of 2019our 2021 Annual Meeting Proxy Statementif they have a legal proxy.

CORPORATE GOVERNANCE PRINCIPLES (Page 4)

We pride ourselves on continuing to observe and Annual Reportimplement best practices in our corporate governance.

SUSTAINABILITY (Page 6)

We have a long-standing commitment to Shareholders for the year ended December 31, 2018 are available atour shareholders and stakeholders to conduct our business in an environmentally and socially responsible manner.

www.proxyvote.com.VOTING (Pages 1, 15, 27 and 39)

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PROPOSAL 1: ELECTION OF TRUSTEES (Page 15)

Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Joseph L. Morea as an Independent Trustee. Presented below is the expected composition of our Board immediately following our 2021 Annual Meeting, assuming the election of Joseph L. Morea as a Trustee.

PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Page 27)

COMPENSATION DISCUSSION AND ANALYSIS (Page 28)

Our compensation structure is unique because of our relationship with our manager, The RMR Group LLC ("RMR LLC"). Our business management agreement with RMR LLC is designed to incentivize RMR LLC to provide the highest quality services to us. Our Compensation Committee believes that our executive compensation program is appropriately designed to incentivize strong performance over the long term.

PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS (Page 39)

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CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Our Board is committed to upholding the values of good corporate governance. In recognition of the relationship between corporate governance and long term performance, and as a result of our ongoing engagement with and feedback from our shareholders, theour Board has embarked on a review of the Company'scontinues to proactively evaluate our corporate governance principles. The Board expects that corporate governance reform will be a multi-year process and, as it weighs various alternatives, the Board is prioritizing its consideration based on a review of best practices and input from our shareholders. Based on these principles, the Board has established the following priorities and taken the following steps:last year our Board:

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had meaningful engagementsexpanded our Board by adding two new Board members with manydeep industry experience and increased the percentage of our Board comprised of independent Board members to 71.4%;



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amended our Declaration of Trust to declassify our Board so that all of our Trustees will stand for election annually beginning with our 2023 annual meeting of shareholders, a measure which was supported by more than 85% of our shareholders;



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conducted a shareholder outreach to all of our shareholders who hold 1% or more of our common shares;



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retained Korn Ferry, a leading executive search and consulting firm, to help identify and evaluatevet candidates to expand and as appropriate, refresh theour Board; and



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adopted a proxy access bylaw (see page 9);enhanced our compensation and



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asked shareholders sustainability disclosure and reporting in this Proxy Statementresponse to support an amendmentshareholder feedback.

This year, our Board continued to our Declarationengage with Korn Ferry regarding board refreshment and expansion and conducted another shareholder outreach to all of Trust so that in a contested election our Trustees are elected by a plurality of the votes cast by our shareholders (see page 30).

The Board has also instituted a numberwho hold 1% or more of complementary mechanisms to allow shareholders to communicate their points of view, including:

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our commitment to thoughtfully consider shareholder proposals submitted to the Company;



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the ability to attend and voice opinions at the annual meeting of shareholders; and



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the ability to direct communications to individual Trustees or the entire Board (see page 10).

As theour Board continues on the path to enhanced good governance practices, we appreciate your support of theour Board and these initiatives.

We are currently governed by a fivesix member Board of Trustees, including four Independent Trustees and two Managing Trustees, and our Board is currently divided into three classes. In 2020, Laura A. Wilkin resigned as an Independent Trustee, effective as of September 7, 2020, to accept an executive position at one of our major tenants whose policies did not permit her to continue to serve as a member of our Board. As a result of Ms. Wilkin's resignation, our Board reduced its size from seven to six Trustees.

In 2020, with the support of more than 85% of our shareholders, our Board amended our Declaration of Trust to declassify our Board. Beginning with our 2021 Annual Meeting, the Trustees whose terms expire at an annual meeting will stand for election at the meeting for one-year terms and all Trustees will stand for election at the 2023 annual meeting of shareholders and, thereafter, for one-year terms.

Ensuring theour Board is comprised of Trustees who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds and effectively represent the long-termlong term interests of shareholders is a top priority of theour Board and theour Nominating and Governance Committee. TheOur Board iscontinues to actively seeking to expandevaluate its composition for several reasons, including to increasecomposition. Our Board's expansion and refreshment activities have increased the ratio of Independent Trustees to Managing Trustees, createcreated more skill mix and diversity ensure

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and ensured a smooth transition ifas Trustees retire from our Board. Our Nominating and when a Trustee decides to retire or otherwise leaves theGovernance Committee and our Board and ensure that the Board is comprised of individualshave an ongoing engagement with a diverse set of backgrounds, perspectives and skills. The Board believes that continuity is important to the effective conduct of our business and expects the expansion process will take place over several years. To facilitate these efforts, the Board has retained Korn Ferry, a leading executive search and consulting firm, to act as an advisor and to assist theour Nominating and Governance Committee in:

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identifying and evaluating potential trustee candidates;



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creating an even playing field among candidates identified regardless of source;



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using the criteria, evaluations and references to prioritize candidates for consideration regardless of source; and



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assisting in attracting and vetting candidates.

Our Nominating and Governance Committee screens and recommends candidates for nomination by our full Board. Our Nominating and Governance Committee is assisted with its recruitment efforts by its ongoing engagement with Korn Ferry, which recommends candidates that satisfy our Board's criteria. They also provide research and pertinent information regarding candidates, as requested.

We follow the Investor Stewardship Group's ("ISG") Corporate Governance Framework for U.S. Listed Companies, as summarized below:

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THE BOARD BELIEVES THAT ITS MEMBERS SHOULD:

In addition, the Board has determined that the Board, as a whole, should strive to have the right mix of characteristics and skills necessary to effectively perform its oversight responsibilities. The Board believes that Trustees with one or more of the following professional skills or experiences can assist in meeting this goal:

The Nominating and Governance Committee

Overview. Our business strategy incorporates a focus on sustainable approaches to operating our properties in a manner that benefits our shareholders, tenants and the Board considercommunities in which we are located. We seek to operate our properties in ways that improve the qualifications, characteristicseconomic performance of their operations, while simultaneously ensuring tenant comfort and skills of Trusteessafety, managing energy and Trustee candidates individually and in the broader context of the Board's overall composition when evaluating potential nominees for electionwater consumption, as Trustee. The Nominating and Governance Committee and the Board also expect to ask Korn Ferry to assist in considering the qualifications of, and evaluating, potential nominees.well as greenhouse gas emissions.

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Our environmental, social and governance initiatives are primarily implemented by our manager, RMR LLC, and focus on a complementary set of objectives, including the following:

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Responsible Investment: We seek to invest capital in our properties that both improves environmental performance and enhances asset value. During the acquisition of properties, RMR LLC assesses, among other things, environmental sustainability opportunities and climate related risks as part of the due diligence process.



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Environmental Stewardship: We seek to improve the environmental footprint of our properties, including by reducing energy consumption and water usage, especially when doing so may reduce operating costs and enhance the properties' competitive position. Although our properties are net leased and, therefore, our tenants oversee most of the property maintenance and improvements over the lease term, RMR LLC's asset management group proactively leverages opportunities to make our properties more environmentally friendly and efficient.



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Investments in Human Capital: We rely on our manager, RMR LLC, to hire, train, and develop a workforce that meets the needs of our business, contributes positively to our society and helps reduce our impact on the natural environment. RMR LLC employs approximately 600 real estate professionals across the United States.

In 2020, RMR LLC was recognized by The Boston Globe as a "Top Place to Work", by Fortune magazine as one of the "100 Fastest Growing Companies", by the EPA as an "ENERGY STAR Partner of the Year", by the Boston Business Journal as the "Fastest Growing Middle Market Company in Massachusetts," and it ranked 9th on Commercial Property Executive's Top Commercial Property Management Companies. Last year, RMR LLC also received the Real Estate Management Excellence Award for Employee & Leadership Development from the Institute of Real Estate Management.

RMR LLC's recruiting programs, on-boarding, retention programs and its development and training programs currently include the following:

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Leadership Development Program: This two-year rotational program prepares newly hired graduates holding a Master of Business Administration degree for future leadership roles by providing an expansive view into all RMR LLC's client companies.



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LiveWell Employee Wellness Program: RMR LLC's LiveWell program provides resources and incentives to enhance employees' physical, emotional and financial wellness.



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Managing with Impact: RMR LLC utilizes Managing with Impact workshops for managers throughout the company to expand their perspectives and increase their confidence as a new manager. Within their first year, managers complete the workshop and learn how to effectively delegate, solve problems and give meaningful performance feedback.



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Tuition Reimbursement Program: RMR LLC offers up to $20,000 in annual tuition assistance for work-related education from accredited colleges and universities in order to deepen employees' skillsets and support personal enrichment.



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Engineering Development Program: Given the increasing challenges within the real estate industry of attracting qualified engineers, RMR LLC made it a strategic focus to develop the next generation of qualified building engineers. Over the last year, it launched a program to standardize the recruitment and development of engineering candidates to prepare them for open positions and to plan for future engineering needs. RMR LLC recruited from various trade schools and job fairs to identify candidates for the two-year program. The curriculum includes specific training in electrical, HVAC, or plumbing trades and covers a range of essential engineering staff development topics.

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Industry Associations & Credentials: In order to further their professional development, many of RMR LLC's employees seek out credentials and association memberships, with any membership costs reimbursed by RMR LLC. Examples of credentials and association memberships include: Building Owners and Managers Association Membership and Event Participation, Certified Property Manager, Certified Public Accountant and National Association of Industrial and Office Properties.



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Corporate Citizenship: We seek to be a responsible corporate citizen and to strengthen the communities in which we own properties. Our manager, RMR LLC, regularly encourages its employees to engage in a variety of charitable and community programs, including participation in a company-wide service day and a charitable giving matching program.



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Diversity & Inclusion: We value a diversity of backgrounds, experience and perspectives. Our Board is comprised of 16.7% women and 16.7% members of underrepresented communities. RMR LLC is an equal opportunity employer with all qualified applicants receiving consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or protected veteran status. RMR LLC is committed to racial equality and fostering a culture of diversity and inclusion. As of September 30, 2020, 34% and 27% of RMR LLC's employees were female and members of underrepresented communities, respectively.

RMR LLC has made diversity and inclusion an important part of its hiring, retention and development programs. In 2020, RMR LLC has enhanced its hiring policies to support increasing diversity within its workforce. For every open position not filled by internal candidates, hiring managers are required to have at least one qualified woman or member of underrepresented community candidate in the final round interviews before an offer is extended to fill the position. An RMR LLC manager who is a woman and/or member of an underrepresented community is required to be part of the final round interview team. In addition, RMR LLC works with strategic industry partners like Commercial Real Estate Women (CREW) and The Partnership Inc. for posting new positions and supporting multicultural professionals.

To learn more about RMR LLC's and our sustainability initiatives, visit www.rmrgroup.com/corporate-sustainability.

Oversight of Strategy

Oversight of Risk

Succession Planning

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Our Board oversees and monitors strategic planning.

Our Board oversees risk management.

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Our Board oversees succession planning and talent development for senior executive positions.

Business strategy is a key focus at theof our Board level and embedded in the work of Board committees.

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Board committees, which meet regularly and report back to our full Board, play significant roles in carrying out the risk oversight function.

Our Nominating and Governance Committee makes an annual report to our Board on succession planning.

Company management is charged with executing business strategy and provides regular performance updates to theour Board.

✓ The Board oversees risk management. ✓ Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk oversight function. ✓

Company management is charged with managing risk, through robust internal processes and effective internal controls.

✓ The Board oversees succession planning and talent development for senior executive positions. ✓ The Nominating and Governance Committee makes an annual report to the Board on succession planning. ✓

In the event of a succession, theour entire Board may work with theour Nominating and Governance Committee, or the Independent Trustees, as applicable, to nominate and evaluate potential successors.

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TheOur Board is elected by our shareholders to oversee the Company'sour business and long term strategy. As part of fulfilling its responsibilities, theour Board oversees the safeguarding of the Company'sour assets, the maintenance of appropriate financial and other internal controls and the Company'sour compliance with applicable laws and regulations. Inherent in these responsibilities is theour Board's understanding and oversight of the various risks the Company faces. Thewe face. Our Board considers that risks should not be viewed in isolation and should be considered in virtually every business decision and as part of the Company'sour business strategy.

TheOur Board oversees risk as part of its general oversight of theour Company. Oversight of risk is addressed as part of various Board and Board committee activities and through regular and special Board and Board committee meetings. TheOur day to day business of the Company is conducted by our manager, The RMR Group LLC, ("RMR LLC"), and RMR LLC and the Company'sour officers and Director of Internal Audit are responsible for incorporating risk management in their activities. The Company'sOur Director of Internal Audit reports to theour Audit Committee and provides the Companyus with advice and assistance with the Company'sour risk management function.

In discharging their oversight responsibilities, theour Board and Board committees review regularly a wide range of reports provided by RMR LLC and other service providers, provide, including:

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reports on market and industry conditions;



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reports on the impact of the COVID-19 pandemic on our business;



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operating and regulatory compliance reports;



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financial reports;



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reports on risk management activities;and our Environmental, Social and Governance activities and initiatives;



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regulatory and legislative updates that may impact the Company;us;



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reports on the security of the Company'sour information technology processes and the Company'sour data; and



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legal proceedings updates and reports on other business related matters.

TheOur Board and Board committees discuss these matters among themselves and with representatives of RMR LLC, our officers, of the Company, theour Director of Internal Audit, legal counsel, the Company'sour independent auditors and other professionals, as appropriate.

TheOur Audit Committee takes a leading role in helping theour Board fulfill its responsibilities for oversight of the Company'sour financial reporting, internal audit function, risk management, including cybersecurity, and the Company'sour compliance with legal and regulatory requirements. TheOur Board and Audit Committee review periodic reports from the Company'sour independent auditors regarding potential risks, including risks related to the Company'sour internal control over financial reporting. TheOur Audit Committee also reviews, approves and oversees an internal audit plan developed by the Company'sour Director of Internal Audit with the goal of helping the Companyus systematically evaluate the effectiveness of itsour risk management, control and governance processes on an annual basis. The Audit Committee considers risks relating to cybersecurity, receiving regular reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company, including updates on the internal and external cybersecurity landscape and relevant technical developments. TheOur Audit Committee meets at least quarterly and reports its findings to theour Board. TheOur Audit Committee also meets periodically with the Company'sour Director of Internal Audit to review the results of the Company'sour internal audits, and directs or recommends to theour Board actions or changes it determines appropriate to enhance or improve the effectiveness of the Company'sour risk management.

TheOur Audit Committee considers risks related to cybersecurity and receives regular reports from our management regarding cybersecurity risks and countermeasures being undertaken or considered by us,

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including updates on the internal and external cybersecurity landscape and relevant technical developments.

Our Compensation Committee whose duties are detailed in its charter, among other duties, evaluates the performance of the Company'sour Director of Internal Audit and RMR LLC's performance under the Company'sour business and property management agreements, including any perceived risks created by compensation arrangements. Also, theour Compensation Committee and theour Board consider that the

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Company haswe have a share award program that requires share awards to executive officers to vest over a period of years. The Company believesWe believe that the use of share awards vesting over time rather than stock options mitigates the incentives for the Company'sour management to undertake undue risks and encourages management to make longerlong term and appropriately risk balanced decisions.

It is not possible to identify all of the risks that may affect the Companyus or to develop processes and controls to eliminate all risks and their possible effects, and processes and controls employed to address risks may be limited in their effectiveness. Moreover, it is necessary for the Companyus to bear certain risks to achieve itsour objectives. As a result of the foregoing and other factors, the Company'sour ability to manage risk is subject to substantial limitations.

To learn more about the risks facing the Company,we face, you can review the matters discussed in Part I, "Item 1A. Risk Factors" and "Warning Concerning Forward LookingForward-Looking Statements" in our Annual Report to Shareholders for the fiscal year ended December 31, 2018 ("Annual2020 (the "Annual Report"). The risks described in the Annual Report are not the only risks facing the Company.we face. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company'sour business, financial condition or results of operations in future periods.

Under the corporate governance listing standards of the Nasdaq theand our governing documents, our Board must consist of a majority of Independent Trustees. Our governing documents also require that a majority of the Board be Independent Trustees. Under our governing documents, Independent Trustees are Trustees who are not employees of RMR LLC, are not involved in the Company'sour day to day activities and who meet the qualifications for independence under the applicable rules of the Nasdaq and the SEC.Securities and Exchange Commission (the "SEC").

TheOur Board affirmatively determines whether Trustees have a direct or indirect material relationship with the Company,us, including the Company'sour subsidiaries, other than serving as the Company'sour Trustees or trustees or directors of the Company'sour subsidiaries. In making independence determinations, theour Board observes the Nasdaq and SEC criteria, as well as the criteria set forth in our governing documents. When assessing a Trustee's relationship with the Company, theus, our Board considers all relevant facts and circumstances, not merely from the Trustee's standpoint, but also from that of the persons or organizations with which the Trustee has an affiliation. Based on this review, theour Board has determined that Bruce M. Gans, Lisa Harris Jones, and Joseph L. Morea and Kevin C. Phelan currently qualify as independent trustees under applicable Nasdaq and SEC criteria and as Independent Trustees under our governing documents. In making these independence determinations, theour Board reviewed and discussed additional information provided by the Trusteesus and the CompanyTrustees with regard to each of the Trustees' relationships with the Company, us, RMR LLC or The RMR Group Inc. ("RMR Inc. or"), the managing member of RMR LLC, and the other companies to which RMR LLC or its subsidiaries provide management services. TheOur Board has concluded that none of these threefour Trustees possessed or currently possesses any relationship that could impair his or her judgment in connection with his or her duties and responsibilities as a Trustee or that could otherwise be a direct or indirect material relationship under applicable Nasdaq and SEC standards.

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Pursuant to the Company'sour Governance Guidelines, our Independent Trustees are expected to meet at least twice per year in regularly scheduled meetings at which only Independent Trustees are present. Our Independent Trustees also meet separately with the Company'sour officers, with the Company'sour Director of Internal Audit and with the Company'sour independent auditors. The presiding Trustee for purposes of leading Independent Trustee sessions will be the Chair of the Audit Committee,Lead Independent Trustee, unless the Independent Trustees determine otherwise.

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In accordance with our governing documents, the Board is comprised of five Trustees, including three Independent Trustees and two Managing Trustees, and our Board is divided into three classes, with each Trustee of each class elected at an annual meeting of shareholders serving for a term that continues until the third annual meeting of shareholders following his or her election and until his or her successor is elected and qualifies. All Trustees play an active role in overseeing the Company'sour business both at theour Board and committee levels. As set forth in the Company'sour Governance Guidelines, the core responsibility of our Trustees is to exercise sound, informed and independent business judgment in overseeing theour Company and itsour strategic direction. Our Trustees are skilled and experienced leaders and currently serve or have served as members of senior management in public and private for profit organizations and law firms, and have also served in academia. Our Trustees may be called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of the Company'sour officers and advisers. TheOur Board is small, which facilitates informal discussions and communication from management to theour Board and among Trustees. We do not have a Chairman

Adam D. Portnoy serves as Chair of theour Board. Our Board or a lead Independent Trustee.believes that Mr. Portnoy's leadership of RMR LLC and extensive familiarity with our day to day business provide valuable insight for our Board.

Our Chief Financial Officer and Treasurer and our Director of Internal Audit regularly attend Board and Board committee meetings. Special meetings of the Board may be called at any time by any Managing Trustee, the President or pursuant to the request of any two Trustees then in office. Our Managing Trustees, in consultation with the Company's management and the Director of Internal Audit, set the agenda for Board meetings. Other Trustees may suggest agenda items as well. Discussions at Board meetings are led by the Managing Trustee or Independent Trustee who is most knowledgeable on a subject.

ThreeFour of our Trustees, including one of our nomineesTrustee nominee for election at the 2019our 2021 Annual Meeting, are independent under the applicable Nasdaq and SEC criteria and our governing documents. All of the members of theour Audit Committee, Nominating and Governance Committee and Compensation Committee are independent under the applicable listing requirements and rules of the Nasdaq and other applicable laws, rules and regulations, including those of the SEC. As set forth in our governing documents, two of our Trustees are Managing Trustees, persons who have been employees, officers or directors of RMR LLC or its parent or who have been involved in the Company'sour day to day activities for at least one year prior to his, her or hertheir election as Trustees.

We have a Lead Independent Trustee who is selected annually by the vote of a majority of our Independent Trustees. Currently, Dr. Gans serves as our Lead Independent Trustee. Our Lead Independent Trustee has well-defined, substantive responsibilities that include:

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presiding at all meetings of our Board at which the Chair or a Managing Trustee is not present;



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presiding at all meetings and executive sessions of the Independent Trustees;



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having the authority to call meetings of the Independent Trustees or executive sessions of the Independent Trustees;



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serving as the principal liaison between the Independent Trustees and the senior management team;



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arranging, together with the Chair of our Board, for appropriate information (including quality and quantity) to be timely provided to our Board and the Independent Trustees;



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assisting our Compensation Committee in its annual evaluation of the performance of our management and of our manager, RMR LLC;

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assisting with setting Board meeting agendas and arranging meeting schedules, including to ensure that there is sufficient time for discussion of all agenda items;



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considering suggestions for meeting agenda items from other Independent Trustees;



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authorizing the retention of advisors and consultants who report directly to the Independent Trustees when appropriate; and



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if requested, and in coordination with the Chair of our Board and our management, being reasonably available for consultation and direct communication with shareholders.

TheOur Board is committed to corporate governance that promotes the long term interests of our shareholders. TheOur Board has established Governance Guidelines that provide a framework for effective governance. TheOur Board regularly reviews developments in corporate governance and updates our Governance Guidelines and other governance materials as it deems necessary and appropriate.

The Company hasWe have also adopted a Code of Business Conduct and Ethics (the "Code") to, among other things, provide guidance to our Trustees and RMR LLC's (and its subsidiaries') board members, officers and in the case of RMR LLC, its officers and employees, and its parent's and subsidiaries' directors, officers and employees to ensure compliance with applicable laws and regulations.

TheOur Board has an Audit Committee, Compensation Committee and Nominating and Governance Committee. TheOur Audit Committee, Compensation Committee and Nominating and Governance Committee each have adopted a written charter, and each Board committee reviews its written charter on an annual basis to consider whether any changes are required.

Our corporate governance materials are available for review in the governance section of our website, including our Governance Guidelines, the charter for each Board committee, the Code, and information about how to report concerns or complaints about accounting, internal accounting controls or auditing matters and any violations or possible violations of the Code, and how to communicate with our Trustees, individually or as a group.Trustees. To access these documents on the Company'sour website visit www.ilptreit.com.

otherwise made available or (ii) public announcement of the date of the 20202022 annual meeting of shareholders is first made by the Company.us. Shareholders making such a nomination or proposal must comply with the advance notice and other requirements set forth in our Declaration of Trust and Bylaws, which include, among other things,

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requirements as to the shareholder's timely delivery of advance notice, continuous requisite ownership of Common Shares, holding of a share certificate for such shares at the time of the advance notice and submission of specified information.

The foregoing description of the deadlines and other requirements for a shareholdershareholders to submit a nomination for election to theour Board or a proposal of other business for consideration at an annual meeting of shareholders is only a summary and is not a complete listing of all requirements. Copies of our Declaration of Trust and Bylaws, including the requirements for proxy access or other shareholder nominations and other shareholder proposals, may be obtained by writing to the Company'sour Secretary at Industrial Logistics Properties Trust, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458, or from the SEC's website,www.sec.gov. Any shareholder considering making a nomination or other shareholder proposal should carefully review and comply with those provisions.

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PROPOSAL 1: ELECTION OF TRUSTEES

Upon the recommendation of theour Nominating and Governance Committee, theour Board has nominated Lisa Harris Jones for electionJoseph L. Morea as an Independent Trustee in Class I and John G. Murray for election as a Managing Trustee in Class I. Ms. Harris Jones andTrustee. Mr. MurrayMorea currently serveserves on theour Board. If elected, Ms. Harris Jones and Mr. MurrayMorea would serve until the Company'sour 2022 annual meeting of shareholders and until his or her successor is duly elected and qualifies, subject to the individual'shis earlier death, resignation, retirement, disqualification or removal.

We expect each nominee for election as Trusteethat Mr. Morea will be able to serve if elected. However, if a nomineeMr. Morea should become unable or unwilling to serve, proxies may be voted for the election of a substitute nominee designated by theour Board.

AssumingBoard of Trustees' Qualifications and Experience

Our Trustees have a quorumgreat diversity of experience and bring to our Board a wide variety of skills, qualifications, viewpoints and backgrounds that strengthen their ability to carry out their oversight role on behalf of our shareholders.

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Snapshot of 2021 Board Nominees

Presented below is present ata snapshot of the meeting, aexpected composition of our Board immediately following our 2021 Annual Meeting, assuming the election of Joseph L. Morea. Our Board of Trustees believes that, collectively, our Trustees exhibit an effective mix of qualifications, experience and diversity.

A plurality of all the votes cast is required to elect a Trustee at the 2019our 2021 Annual Meeting.

The names,name, principal occupationsoccupation and certain other information andregarding the nominees for Trustees, as well as a summary of the key experiences, qualifications, attributes and skillsTrustee nominee that led theour Nominating and Governance Committee and theour Board to conclude that such persons areMr. Morea is currently qualified to serve as Trustees,a Trustee are set forth on the following pages.

TheOur Board of Trustees recommends a vote "FOR" the election of bothour Trustee nominees.nominee.

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