Ares Commercial Real Estate (ACRE) Proxy filing summary

Executive summary

• Supplemental communication addresses ISS recommendations opposing board nominees William S. Benjamin and Caroline E. Blakely.

• Board emphasizes the nominees' significant experience and contributions to the company.

• Board urges shareholders to vote in favor of both nominees, countering ISS's stance.

Voting matters and shareholder proposals

• Proposal 1 concerns the election of William S. Benjamin and Caroline E. Blakely as Class II Directors.

• ISS recommends voting against these nominees due to board-exclusive bylaw amendment powers.

• Board asserts that exclusive bylaw amendment authority is in the best interests of the company and shareholders.

• Shareholders are reminded they can change their vote at any time before the annual meeting.

Board of directors and corporate governance

• William S. Benjamin serves as Chairman and brings extensive real estate and investment expertise.

• Caroline E. Blakely is Lead Independent Director with significant legal and real estate experience.

• Board and Nominating and Governance Committee unanimously support both nominees.

• Board defends exclusive authority to amend bylaws, citing Maryland law and fiduciary duties.