Kennedy-Wilson (KW) Proxy Filing summary

Executive summary

• Entered into an amendment to the Agreement and Plan of Merger with Kona Bidco, LLC and Kona Merger Subsidiary, Inc., making Kennedy Wilson a wholly owned subsidiary upon completion of the merger.

• The amendment was approved by the Special Committee and executed by all parties on March 15, 2026.

• The amendment and original agreement, along with related disclosure letters and agreements, constitute the entire agreement among the parties.

• Forward-looking statements highlight risks including failure to obtain shareholder or regulatory approval, potential disruption to operations, and possible litigation.

Voting matters and shareholder proposals

• The merger requires approval by a majority of the outstanding voting power of all classes of voting stock, voting as a single class.

• Additionally, at least two-thirds of the outstanding voting power (excluding certain affiliated holders) must approve, in accordance with Delaware law.

• Only these specified votes are necessary to adopt the agreement and approve the merger.

Board of directors and corporate governance

• The Special Committee of the board approved the amendment to the merger agreement.

• The amendment affirms that all necessary corporate actions and authorizations were obtained for execution.