Penske Automotive Group (PAG) Proxy filing summary

Executive summary

• Merger agreement signed October 15, 2026; eligible shares convert to $212 cash per share, implying $16.3B enterprise value. Expected close in Q1 2027.

• Offer premiums: 8.6% to the July 21, 2026 closing price, 20.09% to the 60-day VWAP and 26.17% to the 90-day VWAP through July 21; 8.84% to the October 14 closing price.

• After closing, shares are to be delisted and deregistered; Penske Corporation and Mitsui are expected to own approximately 64% and 36%, respectively.

• Moelis delivered a fairness opinion to the Special Committee for unaffiliated holders, subject to its assumptions, procedures, qualifications and limitations.

Voting matters and shareholder proposals

• Approval requires both a majority of outstanding voting shares and a majority of votes cast by disinterested stockholders; the latter excludes Investor Group affiliates, specified officers and non-Special Committee directors.

• Supporting stockholders holding approximately 72.6% of outstanding shares agreed to vote for the merger and against competing proposals, subject to agreement terms.

• The special meeting will also include a non-binding advisory vote on merger-related compensation for named executive officers.

Board of directors and corporate governance

• The independent, disinterested Special Committee unanimously found the transaction fair and advisable; the Board approved it unanimously among directors present, with Investor Group-affiliated directors recused.

• The Special Committee negotiated with independent legal and financial advisors and must approve specified pre-closing actions, including amendments, waivers, dividend decisions and enforcement matters.

• At closing, Buyer’s directors become directors of the surviving corporation; pre-closing officers continue as officers, subject to successor appointment or earlier departure.