Twenty Questions For The Board of Directors of Paramount Group, Inc.:

Recent media reports have brought to light a series of troubling revelations regarding the corporate governance practices of Paramount Group, Inc. These reports, based on information belatedly disclosed in the Company’s recent SEC filings, raise serious questions about the integrity, transparency, and governance of the Company’s leadership, as well as profound concerns about the conduct of the Company’s Chairman, President and CEO, Albert Behler, and the oversight—or lack thereof—exercised by the rest of the Company’s Board of Directors.

Specifically, the recent media reports and the Company’s recent filings reveal:

Previously Undisclosed Related-Party Transactions: For at least the last three years, the Company entered into transactions involving the payment of millions of dollars to entities owned or controlled by the Company’s current Chairman, President and CEO, Albert Behler, and his spouse. These transactions, which clearly present conflicts of interest, were not disclosed at the time they occurred, thereby denying shareholders the ability to properly evaluate their appropriateness and impact.

Undisclosed Executive Compensation: During at least the last three years, the Company’s Chairman, President and CEO, Albert Behler, received substantial compensation that was not previously reported to shareholders. The nature and structure of these payments, and the exact rationale for their omission from the Company’s prior disclosures, remain entirely unclear.

Undisclosed Executive Perquisites: During at least the last three years, the Company’s Chairman, President and CEO, Albert Behler, received millions of dollars’ worth of perquisites to which, it appears, he was not entitled under the terms of his employment agreement, including: the use of private aircraft paid for by the Company; personal accounting services paid for by the Company; the use of Company-provided limousines for personal, non-business related transportation; and club membership dues far in excess of the limits specified in his employment contract.

Notwithstanding these troubling revelations, the Company’s full Board, upon the recommendation of its Nominating and Corporate Governance Committee, recently recommended the continued service on the Company’s Board of seven of the Board’s nine incumbent directors—including Mr. Behler—and all seven of those directors were last week re-seated on the Company’s Board following the Company’s annual meeting of stockholders. Moreover, at the Company’s annual meeting of stockholders, Mr. Behler announced that the Company’s Board would not entertain or respond to questions that did not relate directly to the limited agenda items established by the Board, which did not include any of the recent media reports or above-referenced revelations. 

In light of these developments, the Company’s shareholders have a right to receive—and the Company’s Board willingly should provide—answers to the following questions, among others:

Mr. Behler’s Private Plane Usage. The Company’s 10-K, filed with the SEC on Feb. 27, 2025 (the “2024 10-K”), disclosed for the first time that, between 2022 and 2024, the Company paid over $3.1 million in previously undisclosed related-party transactions with a private aviation company that is 50% owned by Mr. Behler, and a third-party aviation management company that manages private aircraft owned by Mr. Behler, in each case for the purpose of chartering private aircraft for Mr. Behler’s travel. The Company’s 2025 Proxy Statement, filed on Schedule 14A with the SEC on April 3, 2025 (the “2025 Proxy Statement”), then disclosed for the first time that, “[f]rom time to time, Mr. Behler uses private aircraft for business travel, including trips that include his spouse and other passengers who are not directly related to the business purpose.”

1. When and how were these previously undisclosed related-party transactions disclosed by Mr. Behler?  Why were they not disclosed until February 27, 2025?

2. Did the Company enter into similar related-party transactions, involving the chartering of private aircraft owned by Mr. Behler or an aviation company in which he holds substantial ownership interests, in any years prior to 2022?  If so, how many such transactions, totaling how many millions of dollars, in each year between 2014 and 2022? And why have such transactions not been disclosed?

3. Who authorized the Company to pay millions of dollars—and in particular to companies owned or employed by Mr. Behler—for Mr. Behler’s use of private aircraft, especially for trips that included his spouse and other passengers who were not directly related to any business purpose?  When and why was this authorized—especially considering that his current and prior employment agreements with the Company, which specify and expressly limit the perquisites to which he is entitled, do not provide for his use of private aircraft at the Company’s expense?

4. Did the Company ever source private aircraft for Mr. Behler’s business and/or personal travel from companies other than the aviation company owned by Mr. Behler and the aviation management company that manages Mr. Behler’s private aircraft?  If so, what is the total amount that the Company spent each year since 2014 in connection with the procurement of private aircraft for Mr. Behler’s travel?

5. Does the Company intend to demand and obtain reimbursement from Mr. Behler for all amounts that the Company has spent on the procurement of private aircraft for his travel and, if not, why not, given that Mr. Behler’s employment agreement doesn’t entitle him to travel on private aircraft at the Company’s expense?

6. The Company’s 2025 Proxy Statement represented that “[f]or 2024, 2023 and 2022, all private aircraft usage by Mr. Behler was either exclusively for business travel or reimbursed by Mr. Behler … to the extent of any personal benefit received…” In what amounts did Mr. Behler reimburse the Company in each of 2022, 2023 and 2024 on account of Mr. Behler’s personal (i.e., non-business related) use of private aircraft paid for by the Company?  What about in each of the eight prior years, between 2014—when the Company went public—and 2022?  Has the Company conducted an investigation to determine how much it paid for Mr. Behler’s personal use of private aircraft that were paid for by the Company and to ensure the Company was reimbursed for all such amounts?  If not, why not? And if so, why have those amounts not been disclosed? 

Payments to Mr. Behler’s Wife.  The Company’s 2024 10-K also disclosed that, between 2022 and February 2025, the Company entered into several related-party transactions with Kramer Design—a company 100% owned by Mr. Behler’s wife—pursuant to which the Company paid Kramer Design, directly and through certain consultants retained by the Company, at least $641,000, including $343,000 in previously undisclosed transactions that were entered into in 2022 and 2023.

7. When and how were these previously undisclosed related-party transactions disclosed by Mr. Behler?  Why were they not publicly disclosed until February 27, 2025?

8. Did the Company enter into any transactions that involved the payment of money to Kramer Design, directly or indirectly, in any years prior to 2022?  If so, how many such transactions, totaling how many millions of dollars, in each year between 2014 and 2022? And why have such transactions not been disclosed?

9. Please disclose all transactions between the Company and any vendor, consultant or other third party that, in turn, made payment to Kramer Design between 2014 and the present, as well as all amounts paid by the Company and received by Kramer Design in connection with such transactions.

Mr. Behler’s Compensation.  The Company’s 2025 Proxy Statement indicated that, over the last three years, Mr. Behler received about $2.1 million worth of “other” income from the Company, including nearly $1 million in previously undisclosed “other” forms of income that he received in 2022 and 2023 (i.e., $426,899 in 2022 and $557,484 in 2023).  Moreover, the Company’s Proxy Statement indicates that such “other” income is comprised of, among other things: (a) personal accounting services; (b) a car allowance and limousine service; and (c) club memberships.

10. The Company’s 2025 Proxy Statement indicates that the $1 million worth of previously undisclosed “other” compensation was not previously disclosed “due to a reclassification of certain payments.”  How were those amounts previously classified and where were they reported in the Company’s SEC filings?  What led to the “reclassification”?

11. The Company’s 2025 Proxy Statement indicates that Mr. Behler received nearly $1 million worth of “personal accounting services” from the Company—or $911,049 to be exact—over the 3-year period between 2022 and 2024.  But Mr. Behler’s employment agreement with the Company does not provide for him to receive personal accounting services at the Company’s expense.  Has the Company obtained or demanded reimbursement from Mr. Behler for the nearly $1 million in personal accounting services that the Company provided to him between 2022 and 2024?  If not, does it intend to do so?  And if not, why not—and who authorized the Company to bear this expense, which confers no benefit on the Company, and when and why did they do so?

12. Did Mr. Behler also receive “personal accounting services” at the Company’s expense during any of the 8 years preceding 2022—i.e., between 2014, when the Company first went public, and 2022?  If so, what amounts did the Company incur in connection with the provision of such personal accounting services during each year since 2014, and does the Company intend to require Mr. Behler to reimburse it for such undue expenditures? If not, why not?

13. The Company’s 2025 Proxy Statement indicates that the Company provided an aggregate total of nearly $650,000 (i.e., $642,548) worth of “car/car insurance/limousine service” to Mr. Behler during the three-year period between 2022 and 2024, broken down as follows: $232,841 in 2024; $212,153 in 2023; and $197,554 in 2022.  But the Company’s historical proxy statements disclosed much smaller amounts in 2023 ($44,513) and 2022 ($38,199).  What accounts for the rather sizeable $326,995 difference in previously reported amounts (i.e., a difference of $167,640 in 2023 and $159,355 in 2022) and the significant increase in annual car-related expenses, which now average $215,000 per year over the last three years?  When and how was the $326,995 in previously unreported amounts disclosed to or discovered by the Company’s Board or other senior officers?  And how, why and when were those amounts “reclassified”? 

14. The Company’s 2025 Proxy Statement indicates that “Mr. Behler has used the limousine service [paid for by the Company] for both business and personal purposes,” and that “the amounts shown reflect the aggregate incremental cost to the Company for this service without allocating … between business and personal uses.” (emphasis added.) How much of the disclosed amounts were for personal use in each year—including in years prior to 2022?  And who authorized the use of Company assets to pay for Mr. Behler’s use of limousine service for personal (i.e., non-business related) purposes, and on what basis—particularly given Mr. Behler’s already sizable compensation (not to mention the Company’s separate payment of a car allowance and related auto insurance costs on behalf of Mr. Behler)? 

15. The Company’s 2025 Proxy Statement indicates that the Company provided an aggregate total of nearly $136,557 worth of “club memberships” to Mr. Behler during the 3-year period between 2022 and 2024, broken down as follows: $64,240 in 2024; $36,504 in 2023; and $35,813 in 2022.  But the Company’s historical proxy statements disclosed much smaller amounts in 2023 ($20,000) and 2022 ($20,000). And Mr. Behler’s employment agreement expressly provides that “[t]he Company … shall [only] reimburse [Mr. Behler] for the reasonable costs of club memberships up to an amount of $20,000 yearly.” (emphasis added)  What accounts for the difference in previously reported amounts? And more importantly, is the Company requiring Mr. Behler to reimburse the Company for all amounts borne by the Company in excess of $20,000 each year in light of the express limitation in his employment agreement?  If not, why not?  And who authorized and approved the Company’s payment to Mr. Behler of amounts in excess of the amount stipulated in his employment agreement—and on what basis?

16. Given the excesses that have now been disclosed in relation to Mr. Behler’s “other” compensation, has the Board conducted an examination of Mr. Behler’s “other” compensation for all years prior to 2022 to determine and disclose to shareholders whether, in any of the years prior to 2022, Mr. Behler also received a greater amount of “other” compensation than historically was reported and/or than he was entitled to under his employment agreement, including “other” compensation in the form of “personal accounting services,” limousine services for personal (i.e., non-business related) purposes, and/or club memberships in excess of $20,000 per year? If not, why not?  

The Board’s Oversight.  It is now clear from the disclosures in the Company’s recent SEC filings that, in at least each of the last three years, Mr. Behler has: (a) caused the Company to enter into, and failed to disclose (and caused the Company to fail to disclose) numerous related-party transactions that financially benefitted him to the tune of millions of dollars over the last several years alone; and (b) caused or permitted the Company to pay him, and failed to disclose, millions of dollars’ worth of compensation to which he was not entitled over the last few years alone.  

17. Given these facts, and given that such conduct bears directly on Mr. Behler’s fitness to serve as a trusted steward of the Company’s assets, how, consistent with its fiduciary duties to the Company and its shareholders, can the Board possibly justify: (i) failing and refusing to investigate and disclose whether and to what extent Mr. Behler engaged in similar conduct in each of the years prior to 2022; and (ii) supporting, and recommending that the Company’s shareholders vote in favor of, Mr. Behler’s continued service as an officer and director of the Company? 

18. Who, if anyone, is overseeing Mr. Behler’s decision-making with respect to the use and disposition of the Company’s assets in order to ensure that corporate opportunities are not being usurped, and corporate assets are not wasted, through self-dealing by Mr. Behler intended to enrich himself at the expense of the Company and its shareholders? 

Legal and Professional Fees.  Given the revelations in both the Company’s recent SEC filings and the spate of recent media articles concerning the millions of dollars’ worth of payments and benefits that Mr. Behler has received in connection with previously undisclosed related-party transactions and previously undisclosed perquisites and “other” compensation, has the Company conducted an internal investigation(s) and/or is the Company or Mr. Behler currently under any external regulatory or other investigation(s) in relation to Mr. Behler’s conduct and/or the Company’s internal controls and financial reporting?

19. If so, has the Company incurred any legal or other professional fees (e.g., fees or any consultants, advisors or investigators) relating to the conduct or defense of any such investigation(s)?  In what amounts?

20. Has the Company incurred, and is the Company currently incurring, legal or other professional fees to defend Mr. Behler against any allegations of wrongdoing?  If so, how much has the Company incurred in connection with the defense of Mr. Behler to date? 

Consistent with the full accountability and transparency from the Company’s Board to which they are entitled, shareholders of Paramount Group, Inc. should demand full and satisfactory answers to these and other questions raised by the Company’s recent disclosures and the media reports regarding the same.