City Office REIT (CIO) Proxy Filing summary

Executive summary

• Completed first closing of Phoenix Portfolio sale for $266 million, with one property (Pima Center) under contract for $30 million, pending ground lease approvals.

• Net proceeds from the sale used to pay down property-level debt and reduce the company's term loan and revolving credit facility.

• Entered into a third amendment to the Amended and Restated Credit Agreement, reducing the revolving credit facility commitment to $150 million.

• The sale satisfies a closing condition in the pending merger agreement with MCME Carell Holdings, LP.

• Pro forma financials illustrate the impact of the Phoenix Portfolio disposition on balance sheet and operations.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the proposed merger with MCME Carell Holdings, LP at a special meeting; proxy materials will be provided.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may be considered participants in the proxy solicitation for the merger.

• Information on directors and officers is available in the most recent annual report and proxy statement.