City Office REIT (CIO) Proxy Filing summary

Executive summary

• A special meeting is scheduled for October 16, 2025, to vote on a 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 the certainty of all-cash consideration.

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

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger proposal, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more time is needed to solicit votes.

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

• 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 and liquidation, before recommending the merger as the best option for shareholders.

• The board’s decision was supported by fairness opinions from JLL Securities and Raymond James.