Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• A special meeting is called to vote on a merger where the company will be acquired and taken private by a consortium including senior executives and Fairfax Financial Holdings Limited, with each share of common stock converted into $10.90 in cash, a 45.9% premium over the unaffected share price as of November 4, 2025.

• The merger is structured as a “going private” transaction, after which the company’s stock will be delisted from the NYSE and it will cease to be a public reporting company.

• Fairfax has committed $1.65 billion in equity to fund the transaction, with an additional $400 million available to cover damages if required.

• The board, following a unanimous recommendation from a special committee of independent directors, recommends shareholders vote in favor of the merger, the advisory compensation proposal, and the adjournment proposal.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) the potential adjournment of the meeting to solicit more votes if needed.

• Approval of the merger requires a majority of all voting stock and at least two-thirds of voting stock not owned by the consortium or their affiliates.

• Voting and support agreements obligate consortium members to vote in favor of all proposals.

Board of directors and corporate governance

• A special committee of independent, disinterested directors was formed to evaluate and negotiate the merger, supported by independent legal and financial advisors.

• The special committee and the board unanimously determined the merger is fair and in the best interests of unaffiliated shareholders.

• The board’s recommendation is based on the special committee’s analysis, financial advisor’s fairness opinion, and the premium offered.