City Office REIT (CIO) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with MCME Carell Merger Sub, LLC, making the company a wholly owned subsidiary of MCME Carell Holdings, LP, for $7.00 per share in cash.

• The board unanimously recommends approval of the merger, citing a 26% premium over the pre-announcement share price and a 39% premium over the 30-day VWAP.

• The merger is expected to close in Q4 2025, subject to shareholder approval and other customary conditions.

• If approved, common stock will be converted to cash, preferred stock will be redeemed at $25.00 plus accrued dividends, and all shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: the merger, an advisory vote on executive compensation related to the merger, and the potential adjournment of the meeting to solicit more proxies if needed.

• Approval of the merger requires a majority of outstanding common shares; failure to vote or abstentions count as votes against.

• The advisory compensation and adjournment proposals require a majority of votes cast; abstentions or non-votes have no effect.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, including asset sales, liquidation, and remaining public, before recommending the merger.

• The board received fairness opinions from JLL Securities and Raymond James, both concluding the $7.00 per share consideration is fair from a financial perspective.

• The board considered market conditions, debt maturities, and the limited pool of potential acquirers in its decision.