Belpointe PREP (OZ) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 13, 2024, at company headquarters in Greenwich, CT.

• Unitholders will vote on the election of two Class III directors and the ratification of the independent auditor.

• Proxy materials and annual report are available online, with voting accessible by internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors—one by Class M unit holder, one by Class A and B units voting together.

• Proposal 2: Ratify Citrin Cooperman & Company, LLP as independent auditor for fiscal year ending December 31, 2024.

• Board recommends voting “FOR” both proposals.

• Shareholder proposals for the 2025 meeting must be submitted 90–120 days before the anniversary of the 2024 meeting.

Board of directors and corporate governance

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

• Directors may be removed for cause by 80% of Class A and B units; Class M Director only by Class M unit holder.

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

• Executive Advisory Board provides strategic advice but does not participate in board meetings unless invited.

• Code of business conduct and ethics applies to all officers, directors, and employees.