Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 10, 2026, to vote on a proposed 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 common stock will be delisted from the NYSE and the company will become a privately held subsidiary of the acquiring consortium.

• 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 three proposals: (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 potential adjournments to solicit additional proxies if needed.

• Approval of the merger requires both a majority of the outstanding voting power of all classes voting as a single class and at least two-thirds of the voting power excluding shares owned by the consortium and their affiliates.

• Voting and Support Agreements obligate consortium parties to vote in favor of all proposals, and Rollover Agreements require certain executives and Fairfax affiliates to contribute their shares to the new parent entity in exchange for equity, not cash.

Board of directors and corporate governance

• The board formed a Special Committee of independent directors to evaluate and negotiate the merger, which unanimously determined the transaction to be fair and in the best interests of unaffiliated security holders.

• The board, acting on the Special Committee’s recommendation, unanimously approved the merger and recommends stockholders vote in favor.

• The Special Committee was empowered to hire independent legal and financial advisors and conducted a thorough process, including outreach to other potential buyers.