City Office REIT (CIO) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition at $7.00 per share in cash, valuing the transaction at approximately $1.1 billion, including assumption/repayment of debt and preferred stock redemption.

• The transaction delivers a 26% premium to the prior closing price and a 39% premium to the 90-day volume-weighted average.

• The merger is expected to close in Q4 2025, subject to customary conditions, including shareholder approval and the sale of the Phoenix portfolio.

• Upon completion, the company will become private and its shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement and approval of the merger at a special meeting.

• Approval requires an affirmative vote of at least a majority of outstanding common shares.

• Proxy materials will be mailed to shareholders and filed with the SEC.

Board of directors and corporate governance

• The board unanimously approved the merger agreement and recommends shareholders vote in favor.

• The board retains the right to consider superior proposals under certain conditions, subject to a termination fee.