Penske Automotive Group (PAG) Proxy filing summary

Executive summary

• Agreement provides for Motown Acquisition Corp., owned by Penske Corporation and Mitsui, to merge into the surviving corporation in a proposed take-private transaction.

• The transaction communication is preliminary; a proxy statement and Schedule 13E-3 are planned, with shareholder approval sought at a special meeting.

Voting matters and shareholder proposals

• Plan participants holding shares as of the special-meeting record date may instruct Principal Trust Company how to vote; uninstructed shares will be voted in proportion to instructions received from other participants.

• Shareholders will receive a proxy statement with voting instructions before the special meeting; approval of the proposed transaction is sought.

Risk oversight and compliance

• Closing depends on merger conditions, shareholder approval, regulatory approvals and availability of Buyer’s committed debt financing; timing and completion are uncertain.

• Disclosed risks include transaction disruption, personnel and business-partner impacts, management distraction, litigation, unexpected costs, market effects, economic conditions, interest and currency rates, and tariffs.