Kennedy-Wilson (KW) Proxy Filing summary

Executive summary

• A consortium led by senior management and Fairfax Financial agreed to acquire all outstanding common shares not owned by the consortium for $10.90 per share in cash, a 46% premium to the unaffected share price as of November 4, 2025.

• The transaction is structured as a merger, with the company continuing as the surviving entity, and is expected to close in Q2 2026, subject to customary closing conditions including shareholder and regulatory approvals.

• Fairfax committed $1.65 billion in equity to fund the purchase price, redemption of preferred shares not owned by the consortium, and other required payments; the deal is not subject to a financing condition.

• Upon closing, the company’s common shares will be delisted from the NYSE and deregistered with the SEC.

Voting matters and shareholder proposals

• The merger requires approval by a majority of the outstanding voting power of all classes of stock entitled to vote, and a majority of votes cast by unaffiliated equityholders, voting as a single class.

• Voting and support agreements were executed with key shareholders, including management and Fairfax, obligating them to vote in favor of the merger and against alternative transactions.

• The board may continue to declare up to two ordinary course quarterly dividends of up to $0.12 per share until shareholder approval is obtained.

Board of directors and corporate governance

• The board established a special committee of independent directors to evaluate the transaction, which unanimously recommended the merger as fair and in the best interests of unaffiliated shareholders.

• The board, acting on the special committee’s recommendation, approved the merger and recommended it to shareholders.

• The surviving company’s board will initially consist of the directors of the merger subsidiary, and the officers of the company will continue in their roles.