Pershing Square Holdings, Ltd. Holds Annual General Meeting and Confirms Second Quarter 2023 Dividend for Shareholders

Regulatory News:

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.

Resolution

For

Against

Votes Withheld

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

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

Ordinary Resolution of all Voting Shares

116,016,761

1,965,356

2,158

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

Ordinary Resolution of all Voting Shares

114,077,516

3,903,497

3,262

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

Ordinary Resolution of all Voting Shares

116,210,114

1,770,899

3,262

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

Ordinary Resolution of all Voting Shares

117,974,091

6,923

3,261

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

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

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

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

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:

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

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
Camarco
Ed Gascoigne-Pees / Julia Tilley +44 (0)20 3781 8339, [email protected]

Source: Pershing Square Holdings, Ltd.