Belpointe PREP (OZ) Proxy filing summary

Executive summary

• Focused on acquiring, developing, and redeveloping real estate in U.S. Opportunity Zones, with a core strategy around institutional-quality multifamily communities in high-growth markets.

• Flagship projects include Aster & Links (Sarasota, FL, in lease-up) and VIV (St. Petersburg, FL, 85% complete, leasing to begin later in 2025).

• As of March 31, 2025, reported NAV per Class A unit was $118.38, with total NAV exceeding $424 million.

• Anticipates both flagship developments reaching stabilization between late 2026 and 2027, leading to increased cash flow.

• Recent Opportunity Zone 2.0 legislation is expected to enhance tax incentives and extend the investment horizon.

Voting matters and shareholder proposals

• Unitholders will vote on electing two Class I directors for three-year terms and ratifying the appointment of CohnReznick LLP as independent auditor for fiscal 2025.

• Board recommends voting “FOR” both proposals.

• Shareholder proposals for the 2026 meeting must be submitted 90–120 days before the anniversary of the 2025 meeting.

Board of directors and corporate governance

• Board consists of six directors divided into three classes, with staggered three-year terms.

• Two Class I directors (Timothy Oberweger and Shawn Orser) are up for re-election; both are independent.

• Board committees include audit, compensation, nominating and corporate governance, and conflicts committees, all comprised of independent directors.

• An Executive Advisory Board provides strategic advice but does not participate in regular board meetings.

• Code of business conduct and ethics and insider trading policies are in place.