Paramount Group (PGRE) Proxy Filing summary

Executive summary

• Board approved a merger agreement involving multiple entities, with the company to be merged and ultimately controlled by a parent entity upon completion of the transactions.

• The merger process includes both a partnership merger and a company merger, with the board declaring the transactions advisable.

• Forward-looking statements highlight anticipated benefits, future opportunities, and risks associated with the mergers, including market and industry uncertainties.

• Investors are encouraged to review the proxy statement and related SEC filings for comprehensive details on the proposed mergers.

Voting matters and shareholder proposals

• Stockholders are to vote on the proposed mergers at a special meeting, with proxy materials distributed to all eligible voters.

• Board approval of the merger agreement and related transactions is subject to shareholder approval.

Board of directors and corporate governance

• Board established an advisory transaction committee to oversee the merger process.

• Additional cash retainers were approved for both committee members and other non-employee directors in recognition of their efforts related to the mergers.