Pershing Square Holdings Ltd

AGM Information • May 4, 2023

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author: Francis McGill
date: 2023-05-03 14:55:00+00:00

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Pershing Square Holdings, Ltd. Holds Annual General Meeting and

Confirms Second Quarter 2023 Dividend for Shareholders

London, 3 May 2023 //‐ Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) today held its Annual General Meeting of shareholders (“AGM”) at Trafalgar Court, Les Banques, St. Peter Port,

Guernsey, GY1 3QL. At the AGM, shareholders passed resolutions to: receive the annual report and the financial statements, re-appoint PSH’s auditor, authorize the Directors to determine the remuneration of the auditor, re-elect PSH’s current directors, renew PSH’s share buyback authority, permit the disapplication of shareholders’ pre-emption rights for any share issuance of 10% or less, and amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights. All resolutions were passed on a poll.

The specifics of those resolutions can be found in the Notice of Annual General Meeting available on the Company’s website: https://pershingsquareholdings.com/company-reports/notices-shareholders/.

The results of the proxy voting of PSH’s Public Share are noted in the chart below. A vote withheld is not a vote in law and has not been counted in the votes for or against a resolution. PS Independent Voting Company Limited (“VoteCo”) voted its Special Voting Share in favour of the resolutions. VoteCo is not permitted to vote on resolutions 4 and 11 which are Specified Matters for purposes of the UK Listing Rules.

Copies of the special resolutions passed at the AGM and the amended Articles have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

PSH also confirmed today that the next quarterly dividend of $0.1307 per Public Share, as previously announced, is payable as follows:

A proportionate quarterly dividend will be paid to the Special Voting Share, based on its net asset value.

Shareholders may automatically reinvest cash dividends into PSH Public Shares through a Dividend Reinvestment Programme (“DRIP”) whereby shares are purchased in the open market by the administrator of the DRIP. Details about the DRIP are available at https://pershingsquareholdings.com/psh-dividend-information/ and through shareholders’ brokers.

Dividends will be paid in US dollars unless a shareholder elects to be paid in GBP. Shareholders electing GBP dividends must do so no later than the Currency Election Deadline. Further details about the currency election are available at Pershing Square Holdings’ website https://pershingsquareholdings.com/psh-dividend-information/.

Additional Information

The payment of each dividend is subject to the Company being satisfied that the following conditions are met:

the Company will meet the solvency requirements under Companies (Guernsey) Law, immediately after the payment of the dividend;

the Company’s total indebtedness will be less than one-third of the Company’s total capitalisation after the payment of the relevant interim dividend.

The decision as to whether PSH pays a dividend in the future will be made by the PSH Board with the consent of the Investment Manager. While PSH intends to pay a quarterly dividend going forward, there is no guarantee that PSH will continue to do so. PSH’s Board’s decision to pay a dividend should not be interpreted to mean that PSH will be profitable in the future.

About Pershing Square Holdings, Ltd.

Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) is an investment holding company structured as a closed-ended fund.

Category: (PSH:CorporateActions)

Media Contact

Camarco

Ed Gascoigne-Pees / Julia Tilley +44 (0)20 3781 8339, Media-PershingSquareHoldings@camarco.co.uk

Resolution	For	Against	Votes Withheld
Resolution 1: To receive the annual report and the financial statements	Resolution 1: To receive the annual report and the financial statements	Resolution 1: To receive the annual report and the financial statements	Resolution 1: To receive the annual report and the financial statements
Ordinary Resolution of all Voting Shares	117,983,055	5	1,215
Resolution 2: To re‐appoint the Company’s auditor	Resolution 2: To re‐appoint the Company’s auditor	Resolution 2: To re‐appoint the Company’s auditor	Resolution 2: To re‐appoint the Company’s auditor
Ordinary Resolution of all Voting Shares	117,827,570	155,476	1,229
Resolution 3: To authorise the directors to determine the remuneration of the auditor	Resolution 3: To authorise the directors to determine the remuneration of the auditor	Resolution 3: To authorise the directors to determine the remuneration of the auditor	Resolution 3: To authorise the directors to determine the remuneration of the auditor
Ordinary Resolution of all Voting Shares	116,016,761	1,965,356	2,158
Resolution 4: To re-elect Nicholas Botta as a Director	Resolution 4: To re-elect Nicholas Botta as a Director	Resolution 4: To re-elect Nicholas Botta as a Director	Resolution 4: To re-elect Nicholas Botta as a Director
Ordinary Resolution of the holders of Public Shares	115,285,629	2,695,384	3,262
Resolution 5: To re-elect Anne Farlow as a Director	Resolution 5: To re-elect Anne Farlow as a Director	Resolution 5: To re-elect Anne Farlow as a Director	Resolution 5: To re-elect Anne Farlow as a Director
Ordinary Resolution of all Voting Shares	114,077,516	3,903,497	3,262
Resolution 6: To re-elect Bronwyn Curtis as a Director	Resolution 6: To re-elect Bronwyn Curtis as a Director	Resolution 6: To re-elect Bronwyn Curtis as a Director	Resolution 6: To re-elect Bronwyn Curtis as a Director
Ordinary Resolution of all Voting Shares	117,975,716	5,298	3,261
Resolution 7: To re-elect Andrew Henton as a Director
Resolution 7: To re-elect Andrew Henton as a Director
Resolution 7: To re-elect Andrew Henton as a Director
Resolution 7: To re-elect Andrew Henton as a Director
Ordinary Resolution of all Voting Shares	116,210,114	1,770,899	3,262
Resolution 8: To re-elect Tope Lawani as a Director
Resolution 8: To re-elect Tope Lawani as a Director
Resolution 8: To re-elect Tope Lawani as a Director
Resolution 8: To re-elect Tope Lawani as a Director
Ordinary Resolution of all Voting Shares	116,748,042	1,232,972	3,261
Resolution 9: To re-elect Rupert Morley as a Director	Resolution 9: To re-elect Rupert Morley as a Director	Resolution 9: To re-elect Rupert Morley as a Director	Resolution 9: To re-elect Rupert Morley as a Director
Ordinary Resolution of all Voting Shares	117,974,091	6,923	3,261
Resolution 10: To re-elect Tracy Palandjian as a Director	Resolution 10: To re-elect Tracy Palandjian as a Director	Resolution 10: To re-elect Tracy Palandjian as a Director	Resolution 10: To re-elect Tracy Palandjian as a Director
Ordinary Resolution of all Voting Shares	117,257,289	258,207	468,779
Resolution 11: To authorise the Company to buy back shares	Resolution 11: To authorise the Company to buy back shares	Resolution 11: To authorise the Company to buy back shares	Resolution 11: To authorise the Company to buy back shares
Special Resolution of the holders of Public Shares	117,644,820	338,134	1,321
Resolution 12: To permit the disapplication of pre-emption rights	Resolution 12: To permit the disapplication of pre-emption rights	Resolution 12: To permit the disapplication of pre-emption rights	Resolution 12: To permit the disapplication of pre-emption rights
Special Resolution of all Voting Shares	117,952,491	30,134	1,650
Resolution 13: To amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights	Resolution 13: To amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights	Resolution 13: To amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights	Resolution 13: To amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights
Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares	Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares	Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares	Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares
Special Resolution of all Voting Shares	109,057,996	758,894	8,624,496
Ordinary Resolution of Public Shares	116,912,590	1,046,384	48,978

Record Date	Payment Date	USD Dividend Per Share	DRIP Enrollment Deadline	Currency Election Deadline
19/5/2023	16/6/2023	$0.1307	26/5/2023	19/5/2023