Penske Automotive Group (PAG) Proxy filing summary

Executive summary

• Take-private agreement with Penske Corporation and Mitsui; expected closing in Q1 2027, subject to shareholder, regulatory and other conditions.

• Post-close ownership is expected to be 64% Penske Corporation and 36% Mitsui; stated rationale includes greater flexibility in investment and balancing short- and long-term priorities.

• Operations and management are expected to remain unchanged through closing; no day-to-day role or responsibility changes are expected for the vast majority of employees afterward.

Voting matters and shareholder proposals

• A special shareholder meeting is planned to seek approval of the proposed transaction; a definitive proxy statement is intended to be mailed when available.

• Completion depends on shareholder approval and other conditions, including regulatory approvals; the filing does not report a vote outcome.

Board of directors and corporate governance

• Mitsui is expected to retain representation on the board after closing and continue collaboration across business areas.