Pershing Square Holdings, Ltd. Holds Annual General Meeting in Guernsey

LONDON--()--Regulatory News:

Pershing Square Holdings, Ltd. ("PSH" or the "Company")(LN:PSH) (NA:PSH) today held its Annual General Meeting of shareholders (“AGM”) in St. Peter Port, Guernsey. At the AGM, PSH shareholders passed resolutions to: receive the annual report and the financial statements; re‐elect the Company’s four directors; elect two new directors, Bronwyn Curtis and Richard Wohanka, to the Company’s board; re‐appoint the Company’s auditor; authorise the directors to determine the remuneration of the auditor; authorise the Company to buy back shares and launch a tender offer for up to an aggregate amount of $300 million of PSH’s public shares; make certain amendments to the Articles of Incorporation of the Company to remove the existing ownership limit of 4.99% of the value of PSH’s Public Shares and to permit certain conversions of Public Shares into Management Shares; and permit the disapplication of shareholders’ pre-emption rights. All resolutions were passed on a poll.

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

The results of the proxy voting in respect of the public shares (the “Public Shares”) 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. All of the management shares (the “Management Shares”) voted in favour of the resolutions and represented 9,011,694 votes. PS Independent Voting Company Limited (“VoteCo”) voted its Special Voting Share in favour of the resolutions. The percentages in the chart aggregate the results of voting by the Public Shares, Management Shares and VoteCo, as applicable. Resolutions 4, 10 and 11 are Specified Matters for purposes of the UK Listing Rules, on which neither the Management Shares nor VoteCo are permitted to vote.

     
Resolution   For   Against   Vote Withheld
Resolution 1: Receive the annual report and the financial statements
Ordinary Resolution of all Voting Shares   119,293,092
99.99%
  27,730
0.01%
  4,551,566
Resolution 2: To re‐appoint the Company’s auditor
Ordinary Resolution of all Voting Shares   119,358,773
99.96%
  138,694
0.04%
  4,374,921
Resolution 3: To authorise the directors to determine the remuneration of the auditor
Ordinary Resolution of all Voting Shares   109,926,591
98.17%
  6,778,982
1.83%
  7,166,815
Resolution 4: To re-elect Nicholas Botta as a Director

Ordinary Resolution of the holders of Public
Shares

  104,698,283
98.22
  1,895,990
1.78%
  17,278,115
Resolution 5: To re-elect Richard Battey as a Director
Ordinary Resolution of all Voting Shares   103,859,832
97.83%
  7,948,659
2.17%
  12,063,897
Resolution 6: To re-elect William Scott as a Director
Ordinary Resolution of all Voting Shares   116,614,225
99.35%
  2,424,759
0.65%
  4,833,404
Resolution 7: To re-elect Anne Farlow as a Director
Ordinary Resolution of all Voting Shares   116,614,225
99.35%
  2,424,759
0.65%
  4,833,404
Resolution 8: To elect Bronwyn Curtis as a Director
Ordinary Resolution of all Voting Shares   118,791,606
99.93%
  247,378
0.07%
  4,833,404
Resolution 9: To elect Richard Wohanka as a Director
Ordinary Resolution of all Voting Shares   118,791,606
99.93%
  247,378
0.07%
  4,833,404
Resolution 10: Authorising the Company to buy back shares

Special Resolution of the holders of Public
Shares

  115,884,132
93.90%
  7,527,872
6.10%
  460,384

Resolution 11: Authorising the Company to launch a tender offer for up to an aggregate amount of $300
million of PSH’s public shares

Special Resolution of the holders of Public
Shares

  123,727,217
99.98%
  27,872
0.02%
  117,299
Resolution 12: Amending the Articles of Incorporation to remove the ownership limit
Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares
Special Resolution of all Voting Shares   123,727,217
99.99%
  27,872
0.01%
  117,299
Ordinary Resolution of Public Shares   123,727,217
99.98%
  27,872
0.02%
  117,299

Resolution 13: Amending the Articles of Incorporation to permit certain conversions of Public Shares into
Management Shares

Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares
Special Resolution of all Voting Shares   118,249,709
99.71%
  1,071,113
0.29%
  4,551,566
Ordinary Resolution of Public Shares   118,249,709
99.10%
  1,071,113
0.90%
  4,551,566
Resolution 14: Permitting the disapplication of pre-emption rights
Special Resolution of all Voting Shares   122,948,159
99.85%
  576,243
0.15%
  347,986
 

A copy of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/NSM.

About Pershing Square Holdings, Ltd.

Pershing Square Holdings, Ltd. (LN:PSH) (NA:PSH) is an investment holding company structured as a closed-end fund that makes concentrated investments principally in North American companies.

Contacts

MEDIA:
Maitland
Seda Ambartsumian/Sam Turvey, +44 20 7379 5151
Media-pershingsquareholdings@maitland.co.uk

Contacts

MEDIA:
Maitland
Seda Ambartsumian/Sam Turvey, +44 20 7379 5151
Media-pershingsquareholdings@maitland.co.uk