Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• A special meeting will be held to vote on a merger agreement under which 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 common stock will be delisted from the NYSE and the company will become privately held.

• Fairfax has committed $1.65 billion in equity financing to fund the merger consideration and related payments, with an additional $400 million available to cover damages if required.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) adoption of the merger agreement, (2) approval, on a non-binding advisory basis, of compensation payable to named executive officers in connection with the merger, and (3) approval of adjournments to solicit additional proxies if needed.

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

• Voting and support agreements obligate consortium parties 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 to be fair and in the best interests of unaffiliated security holders and public stockholders.

• The board recommends voting “FOR” all proposals.