Paramount Group (PGRE) investor relations material

Executive summary

• A special meeting is scheduled for December 16, 2025, to vote on a merger with Rithm Capital Corp. and related transactions, including the merger of the operating partnership and the company itself into Rithm subsidiaries, with cash consideration of $6.60 per share for common stockholders.

• The board recommends voting in favor of the merger, citing a 38% premium over the unaffected stock price and a thorough strategic review process involving multiple bidders.

• The merger is structured to provide certainty of value and liquidity, with no financing contingency and all necessary funds available at closing.

• If approved, the company’s common stock will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Stockholders will vote on three proposals: (1) approval of the merger and related transactions, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval of any adjournment of the meeting to solicit additional proxies if needed.

• Approval of the merger requires a majority of all votes entitled to be cast; failure to vote or abstentions count as votes against the merger.

• The board recommends voting “FOR” all three proposals.

Board of directors and corporate governance

• The board conducted a comprehensive strategic review, formed a transaction committee, and engaged financial and legal advisors to oversee the process.

• The board’s recommendation is based on a competitive process, fairness opinion, and the belief that the merger is in the best interests of stockholders.

• The board has taken all necessary actions to render Maryland anti-takeover statutes inapplicable to the merger.