Net Lease Office Properties (NLOP): M&A transaction — Net Lease Office Properties completes spin-off from W.P. Carey, assumes $588.9M debt, begins trading as NLOP

each of Jason E. Fox, Axel K. A. Hansing, Jean Hoysradt and Richard J. Pinola were appointed to serve as trustees of the Board

each of Jason E. Fox, Axel K. A. Hansing, Jean Hoysradt and Richard J. Pinola were appointed to serve as trustees of the Board

each of Jason E. Fox, Axel K. A. Hansing, Jean Hoysradt and Richard J. Pinola were appointed to serve as trustees of the Board

each of Jason E. Fox, Axel K. A. Hansing, Jean Hoysradt and Richard J. Pinola were appointed to serve as trustees of the Board

On October 31, 2023, the Company filed Articles of Amendment and Restatement of Declaration of Trust (the “ Amended and Restated Declaration of Trust ”) with the Maryland State Department of Assessments and Taxation (“ MSDAT ”). As further described in the Information Statement, the Amended and Restated Declaration of Trust, among other things, provides for the Company to issue up to 50,000,000 shares of beneficial interest, consisting of 45,000,000 Company Common Shares and 5,000,000 preferred shares, $0.001 par value per share. Each Company Common Share entitles the holder to one vote on matters submitted to a vote of shareholders, including the election of trustees. The Amended and Restated Declaration of Trust grants the Board the authority to cause the Company to elect to qualify for U.S. federal income tax treatment as a REIT. The Amended and Restated Declaration of Trust also set forth restrictions on ownership and transfer of the Company Common Shares in order for the Company t

On October 31, 2023, the Board adopted the Company’s Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”). As further described in the Information Statement, the Amended and Restated Bylaws provide for the election of trustees, in uncontested elections, by a majority of the votes cast for and against such nominee at a meeting of shareholders duly called and at which a quorum is present. In contested elections, the election of trustees shall be by a plurality of all votes cast. requires that trustees must be elected by a majority of the votes cast in an uncontested election and by a plurality of the votes cast in a contested election. The Board may increase or decrease the number of trustees, but not below the minimum required by Maryland law or above the maximum permitted by the Amended and Restated Declaration of Trust. The Amended and Restated Bylaws also set forth the process by which shareholders may nominate individuals to stand for election to the Board or propose ot

On November 1, 2023, W. P. Carey Inc. (“ WPC ”) completed the previously announced spin-off (the “ Spin-Off ”) of Net Lease Office Properties (the “ Company ”), pursuant to which WPC contributed certain office properties (“ Office Properties ”) to the Company (the contribution transactions, the “ Separation ”).

On October 31, 2023, the Company and WPC entered into the Tax Matters Agreement that governs the respective rights, responsibilities and obligations of the Company and WPC after the Distribution with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation and information sharing.

On November 1, 2023, (i) the Company and W. P. Carey Management LLC, a wholly-owned subsidiary of WPC (the " U.S. Advisor "), entered into an advisory agreement (the " U.S. Advisory Agreement "); and (ii) the Company and W. P. Carey & Co. B.V., a wholly-owned subsidiary of WPC (the " European Advisor " and, together with the U.S. Advisor, the " Advisors "), entered into an advisory agreement (the " European Advisory Agreement " and, together with the U.S. Advisory Agreement, the " Advisory Agreements "), pursuant to which the Advisors will provide the Company with strategic management services, including asset management, property disposition support and various related services.

On October 31, 2023, in connection with the Spin-Off, the Company entered into the Separation and Distribution Agreement with WPC, which set forth the various individual transactions to be consummated that comprised the Separation and the Distribution, including the assets transferred to and liabilities assumed by the Company and its subsidiaries following the Distribution, including the transfer of the Office Properties by WPC to the Company and the transfer by the Company to WPC of approximately $382.4 million from borrowings from the NLOP Financing Arrangements (as defined below).

On November 1, 2023, (i) the Company and W. P. Carey Management LLC, a wholly-owned subsidiary of WPC (the " U.S. Advisor "), entered into an advisory agreement (the " U.S. Advisory Agreement "); and (ii) the Company and W. P. Carey & Co. B.V., a wholly-owned subsidiary of WPC (the " European Advisor " and, together with the U.S. Advisor, the " Advisors "), entered into an advisory agreement (the " European Advisory Agreement " and, together with the U.S. Advisory Agreement, the " Advisory Agreements "), pursuant to which the Advisors will provide the Company with strategic management services, including asset management, property disposition support and various related services.