Pre-Annual General Meeting Information • Apr 14, 2025
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek immediately your own independent financial advice from your stockbroker, bank, legal adviser, accountant, or other appropriate independent financial adviser. Nothing in this document should be construed as financial, tax or legal advice of any description in any jurisdiction.
If you have sold or otherwise transferred all of your shares in Pershing Square Holdings, Ltd. (the Company) please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.
(A company limited by shares incorporated under the laws of Guernsey with registered number 54602)
This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of Pershing Square Holdings, Ltd. set out on pages 2-4 of this document and the section entitled "Action to be taken by Shareholders" set out on page 3 of this document. Capitalised terms used in this document but not otherwise defined shall have the meanings set out in the section headed "Definitions" of this document.
| Clause | Page | |
|---|---|---|
| 1. | EXPECTED TIMETABLE 1 | |
| 2. | LETTER FROM THE CHAIRMAN2 | |
| 3. | DEFINITIONS5 | |
| SUPPLEMENTARY NOTICE OF ANNUAL GENERAL MEETING 6 |
| 2025 | |
|---|---|
| Record date for AGM | 29 April |
| Latest time and date for online proxy votes and receipt of Forms of Proxy |
10.00 a.m. on 29 April |
| Annual General Meeting | 10.00 a.m. on 1 May |
| Announcement of the results of the AGM | 1 May |
All times referred to above and in this document are, unless otherwise stated, to the local time in Guernsey.
Each of the times and dates referred to above and elsewhere in this document may be extended or brought forward at the discretion of the Company, in which case the revised time(s) and date(s) will be notified to Shareholders by public announcement.
1
(A company limited by shares incorporated under the laws of Guernsey with registered number 54602)
Directors: Registered Office:
Rupert Morley (Independent Chairman) Northern Trust International Halit Coussin (Non-Executive Director) P.O. Box 255 Bronwyn Curtis (Senior Independent Non-Executive Director) Trafalgar Court Charlotte Denton (Independent Non-Executive Director) Les Banques Andrew Henton (Independent Non-Executive Director) St. Peter Port Tope Lawani (Independent Non-Executive Director) Guernsey GY1 3QL
Telephone: +44 (0) 1481 745001
10 April 2025
Dear Shareholder
As previously announced in a letter distributed to shareholders as part of a notice of annual general meeting on 2 April 2025 (the Notice of AGM), the Company will hold its annual general meeting at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3QL on 1 May 2025, at 10.00 a.m. (BST) (the AGM). The Supplementary Notice in relation to the AGM setting out the additional resolution to be proposed at the AGM is set out at the end of this document.
Further to the proposals set out in the Notice of AGM, this document provides supplementary information regarding the retirement of a Director and an additional resolution for the election of a new Director to the Board. Shareholders should refer to the Notice of AGM for all other matters.
Since there are now two Directors retiring at the AGM and only one new Director proposed to join the Board, the Company is continuing its search for additional Board candidates and expects to appoint another Director later in 2025.
In addition to the retirement of Tope Lawani at the AGM as described in the Notice of AGM, Bronwyn Curtis, Senior Independent Non-Executive Director, will retire at the AGM and will not offer herself up for re-election, having served on the board since April 2018. As a result, resolution 5 as set out in the Notice of AGM dated 2 April 2025 is withdrawn and will not be voted on by shareholders. Any votes cast on this resolution will be of no effect.
Furthermore, subject to re-election at the AGM, the Board has selected Charlotte Denton as Senior Independent Non-Executive Director from the conclusion of the AGM.
The Company is now proposing Jean-Baptiste Wautier for election by the Shareholders as a new Director of the Company at the AGM.
As a result, shareholders will now be asked to also vote on the election of a new candidate to the Board, as well as on the re-election of each of the four Directors who are retiring at the AGM and are being submitted for re-election in accordance with the Articles and corporate governance best practice as set out in the AIC Code.
Following a thorough selection process for prospective new Directors, the Company's Nomination Committee recommended that the Board submit Mr. Wautier for election as an independent nonexecutive Director at the AGM. In accordance with the principles of the AIC Code, the Company is seeking to ensure that the Board maintains a balance of skills, experience, and length of service and knowledge of the Company. The Company believes that Mr. Wautier's extensive investment experience will contribute towards the continued long-term, sustainable success of the Company, alongside the re-election of the four remaining Directors submitted for re-election at the AGM. Biographical details of Mr. Wautier are set out below.
Subject to re-election and election at the AGM, the Board would comprise five members, four of whom are independent.
In addition to the ordinary business proposed for the AGM outlined in the Notice of 2025 Annual General Meeting, the ordinary business now also comprises the consideration of and, if thought fit, the passing of the ordinary resolution described below.
As noted above, each existing Director of the Company is also offering himself or herself for reelection at the AGM, other than Bronwyn Curtis and Tope Lawani, pursuant to resolutions 3, 4, 6, 7 and 8 of the Notice of AGM.
Mr. Wautier is an investor and philanthropist, resident in London, and co-founder of the Wautier Family Office, which was established in 2024. He is currently Chairman of luxury fashion house, GEDEBE, and a non-executive director at the architectural practice, Studio Razavi + Partners, as well as Chair of the Investment Committee at Sci Ventures and Chairman of Aspire. Mr. Wautier is also a Senior Lecturer at Sciences Po University in Paris and an Executive Fellow at Adam Smith's Panmure House. Mr. Wautier began his career at Arthur Andersen before moving to Morgan Stanley. He then joined private equity firm, IK Partners, in 2000, before moving to BC Partners in 2004, where Mr. Wautier served as Chairman of the Investment Committee and then Chief Investment Officer in the United Kingdom between 2013 and 2023, and was a member of the Management Committee in the United Kingdom between 2018 and 2023, before leaving BC Partners in 2024. Mr. Wautier holds a Master's (Political Science and Government) and a Master of Science (Industrial Organisation) from Sciences Po and Université Sorbonne Paris Nord, respectively.
A supplementary notice in relation to the AGM to be held at 10.00 a.m. (BST) on 1 May 2025 is set out at the end of this document and contains information as to how to vote on the additional resolution.
The additional resolution is an ordinary resolution of the Shareholders and requires approval by a simple majority of the voting rights of the Shareholders entitled to vote on such resolution and present, or represented, and voting at the AGM.
In accordance with the Articles:
There are currently no Management Shares in issue. Each Public Share in the Company carries at all times one vote per share.
The Board believes that the additional resolution to be proposed at the AGM is in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that the Shareholders vote in favour of the additional resolution, as they intend to do, in each case, in respect of their entire beneficial shareholdings of 140,606 Public Shares, in aggregate representing approximately 0.1 per cent. of the total issued Public Shares (excluding shares held in treasury) (as at the latest practicable date prior to the publication of this document).
Shareholders can appoint one or more proxies to exercise all or any of their rights to attend, vote and speak at the AGM. The quorum for the AGM is two or more Shareholders (one of which shall be PS Holdings Independent Voting Company Limited) present in person or by proxy, as applicable.
Shareholders will find enclosed a Supplementary Form of Proxy accompanying this document for use in connection with the additional resolution at the AGM.
Shareholders are requested to complete and return the applicable Supplementary Form(s) of Proxy accompanying this document, and the Form of Proxy accompanying the Notice of AGM, in accordance with the instructions printed thereon, as soon as possible, but in any event so as to arrive not later than 48 hours (excluding weekends and any bank holiday in Guernsey) prior to the time allotted for the AGM. The lodging of a Form of Proxy (including an appointment via the CREST electronic proxy appointment service or Proxymity) will not prevent a Shareholder from attending the AGM and voting in person if they so wish. We encourage our shareholders to submit proxy votes in electronic form, and the results of the voting will be announced as soon as practicable after the conclusion of the AGM.
If you are in any doubt as to the action you should take, you are recommended to seek immediately your own independent financial advice from your stockbroker, bank, legal adviser, accountant, or other appropriate independent financial adviser.
You are requested to complete and return the enclosed Supplementary Form(s) of Proxy relating to the additional resolution without delay, whether or not you intend to attend the AGM.
Yours faithfully,
/s/ Rupert Morley Rupert Morley Chairman
The following definitions apply in this document unless the context otherwise requires:
AGM means the annual general meeting of Shareholders of the Company to be held at 10.00 a.m. BST on 1 May 2025 at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3QL, notice of which is set out at the end of this document;
AIC Code means the AIC Code of Corporate Governance published in February 2019;
Articles means the Company's articles of incorporation;
business day means any weekday on which banks in New York, London and Guernsey are open for normal banking business (or as may otherwise be specified by the Board from time to time);
Company means Pershing Square Holdings, Ltd.;
CREST means the paperless settlement systems operated by Euroclear UK & International Limited enabling security to be evidenced otherwise than by certificating and transferral otherwise than by written instruments;
Directors or Board means the directors of the Company;
Forms of Proxy means the forms of proxy for use in connection with the AGM;
Investment Manager means Pershing Square Capital Management, L.P.;
Law means the Companies (Guernsey) Law, 2008 (as amended);
Management Shares means the management shares of no par value in the capital of the Company;
Notice means the notice of AGM dated 2 April 2025;
ordinary resolution means a resolution passed by a simple majority of the voting rights of the Shareholders entitled to vote on such resolution and present, or represented, and validly voting thereon as an ordinary resolution in accordance with section 176 of the Law;
Public Shareholder means the holder of one or more Public Shares;
Public Shares means the ordinary shares in the capital of the Company;
Record Date means 29 April 2025;
Register means the Company's Shareholder register;
Shareholder means the holder of one or more Shares;
Shares means the Public Shares, the Management Shares and/or the Special Voting Share, as the context requires;
special resolution means a resolution passed by a majority of not less than 75 per cent. of the total number of voting rights of the Shareholders entitled to vote on such resolution present, or represented, and validly voting thereon as a special resolution in accordance with section 178 of the Law;
Special Voting Share means the special voting share of no par value in the capital of the Company held by VoteCo and having the rights set out in the Articles;
Specified Matter has the meaning given in the Articles, being any matter specified from time to time by the UK Listing Rules which requires that a shareholder vote is taken and decided by applicable resolution solely of the holders of the Public Shares;
Supplementary Forms of Proxy means the supplementary forms of proxy for use in connection with the AGM;
Supplementary Notice means this supplementary notice of AGM dated 10 April 2025;
UK Listing Rules means the listing rules of the UK Financial Conduct Authority in its capacity as the competent authority for listing in the UK pursuant to the UK Financial Services and Markets Act 2000 (as amended);
VoteCo means PS Holdings Independent Voting Company Limited; and
Voting Shares means Shares in the capital of the Company carrying the power to vote on resolutions in general meetings of the Company, being currently the Special Voting Share and the Public Shares.
P.O. Box 255, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL
Registered number: 54602
Tel: +44 (0) 1481 745001
(the Company)
SUPPLEMENTARY NOTICE is hereby given in relation to the Annual General Meeting of the Company (the AGM) is to be held at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3QL, on Thursday, 1 May 2025, at 10.00 a.m. (BST) for the transaction of the following additional business:
In addition to the ordinary business proposed for the AGM set out in the Notice of 2025 Annual General Meeting dated 2 April 2025, to consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution of the holders of all Voting Shares:
If, within half an hour after the time appointed for the AGM, a quorum is not present, the AGM will be adjourned for one day to 10.00 a.m. (BST) on Friday, 2 May 2025.
Northern Trust International Fund Administration Services (Guernsey) Limited Company Secretary
10 April 2025
P.O. Box 255 Trafalgar Court Les Banques St. Peter Port Guernsey GY1 3QL
Terms defined in the Chairman's letter to Shareholders dated 10 April 2025 have the same meaning in the Resolutions set out in this Supplementary Notice of Annual General Meeting.
Information as to how to vote can be found in the explanatory notes below or contained in the notes to the Supplementary Form of Proxy, which accompanies this Notice.
The record date for the AGM is 29 April 2025.
If you own Public Shares through CREST or in certificated form, you should use the attached Supplementary Form of Proxy, which is labelled for use in respect of Public Shares held in CREST and in certificated form.
Whether or not you intend to be present at the AGM, you are requested to complete and sign the accompanying Proxy Form in accordance with the instructions printed thereon or to register the appointment of a proxy electronically. To be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power or authority) must be received by the Company's Registrars, MUFG Corporate Markets by no later than 10.00 a.m. (BST) on 29 April 2025 (or, in the event that the meeting is adjourned, 48 hours prior to any adjourned meeting (no account being taken of any part of a day that is not a working day)). The Proxy Form should be posted to the following address: PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. The completion and return of the Proxy Form or the appointment of a proxy electronically will not prevent you from attending the AGM and voting in person if you so wish and are so entitled.
If you have any queries, please contact MUFG Corporate Markets on [email protected] or on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the proposed resolutions nor give any financial, legal or tax advice.
If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment services, as set out below.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number –(RA10) by no later than 10.00 a.m. (BST) on 29 April 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors
or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 34(1) of the Guernsey Uncertificated Securities (Guernsey) Regulations, 2009.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 a.m. (BST) on 29 April 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
Voting on all resolutions at the AGM will be conducted by way of a poll rather than on a show of hands. On a poll, Shareholders will be entitled to such number of votes as attach to their holding of shares in accordance with the Company's articles of incorporation as determined at the close of business on the Record Date.
The proxy need not be a Shareholder of the Company. A Supplementary Form of Proxy is enclosed with this Notice.
Voting on all resolutions will be conducted by way of a poll rather than on a show of hands. On a poll, Shareholders will be entitled to such number of votes as attach to their holding of shares in accordance with the Company's articles of incorporation as determined at the close of business on the Record Date.
To be effective, the original instrument appointing the proxy (together with any power of attorney or other authority under which it is executed, as the case may be, or a certified copy thereof) or a copy of the instrument appointing the proxy (together with a copy of any power of attorney or other authority under which it is executed, as the case may be) must be received by:
Northern Trust International Fund Administration Services (Guernsey) Limited P.O. Box 255 Trafalgar Court Les Banques St. Peter Port Guernsey GY1 3QL
Attention: The Statutory Services and Listings Team
E-mail: NTIFASGL\_Corporate\[email protected]
no later than 10.00 a.m. (BST), on Tuesday, 29 April 2025
or not less than 48 hours before (excluding weekends and any bank holiday in Guernsey) the date and time for holding any adjourned meeting.
A corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other agent.
If you have any questions, please contact Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL on +44 (0) 1481 745001.
FOR USE BY SHAREHOLDERS HOLDING PUBLIC SHARES AT THE ANNUAL GENERAL MEETING OF PERSHING SQUARE HOLDINGS, LTD. (THE COMPANY) CONVENED FOR 10.00 A.M. (BST) ON 1 MAY 2025 (THE AGM), AND AT ANY ADJOURNMENT THEREOF
| I/WE (Block Letters) | |
|---|---|
ADDRESS............................................................................................ (Block Letters)
being (a) Shareholder(s) of the Company, hereby appoint the Chairman of the AGM *or
NAME...................................................................................................(Block Letters)
ADDRESS........................................................................................... (Block Letters)
as my/our proxy to vote for me/us on my/our behalf, as directed below on the additional resolution proposed to be adopted at the AGM of the Company.
* Important: If you wish to appoint as proxy any person other than the Chairman of the AGM, the name and address of such person must be inserted in the relevant place and reference to the Chairman of the AGM must be deleted and the amendment initialled.
I/WE direct the proxy to vote on the resolution as follows:
| FOR | AGAINST | WITHHELD | ||
|---|---|---|---|---|
| 11. | To elect Jean-Baptiste Wautier as a Director of the Company. |
To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
INDIVIDUALS ENTITIES
Signature Print Name of Entity
By:
Print Name Authorized Signatory
Print Name and Title
Date: Date:
Notes:
FOR USE BY THE SHAREHOLDER HOLDING THE SPECIAL VOTING SHARE AT THE ANNUAL GENERAL MEETING OF PERSHING SQUARE HOLDINGS, LTD. (THE COMPANY) CONVENED FOR 10.00 A.M. (BST) ON 1 MAY 2025 (THE AGM), AND AT ANY ADJOURNMENT THEREOF
PS HOLDINGS INDEPENDENT VOTING COMPANY LIMITED
ADDRESS............................................................................................ (Block Letters)
being a Shareholder of the Company, hereby appoints the Chairman of the AGM *or
NAME...................................................................................................(Block Letters)
ADDRESS............................................................................................(Block Letters)
as its proxy to vote for it on its behalf, as directed below on the resolutions proposed to be adopted at the AGM of the Company.
* Important: If you wish to appoint as proxy any person other than the Chairman of the AGM, the name and address of such person must be inserted in the relevant place and reference to the Chairman of the AGM must be deleted and the amendment initialled.
PS HOLDINGS INDEPENDENT VOTING COMPANY LIMITED directs the proxy to vote on the additional resolution as follows:
| FOR | AGAINST | WITHHELD | ||
|---|---|---|---|---|
| 11. | To elect Jean-Baptiste Wautier as a Director of the Company. |
To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
PS HOLDINGS INDEPENDENT VOTING COMPANY LIMITED
Print Name of Entity
By:
Authorized Signatory
Print Name and Title
Date:
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