UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
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| Preliminary Proxy Statement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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MESSAGE FROM THE CEO
September 4 , 2025
Dear Fellow Shareholder:
We are pleased to present Shareholders with revised proposals to redomicile our parent company from England and Wales to Bermuda.
Background and Shareholder Engagement
Following our original announcement of the proposed Redomiciliation earlier this year, the Company published its Original Proxy Statement and Scheme Document on May30, 2025, which set out our original proposals for the Redomiciliation. Following engagement with Shareholders on the original proposals, on July 14,2025, we announced that we had decided to adjourn indefinitely the Original Court Meeting and withdraw the resolutions scheduled for consideration at the Original General Meeting and Original Shareholders Meeting scheduled to be held on July15,2025. This decision was based on preliminary proxy votes which indicated that although a majority of the votes cast voted in favor of the resolutions required to implement the Redomiciliation to be proposed at the Original Court Meeting and the Original General Meeting, the supermajority approval thresholds required under English law for those resolutions would not have been met. This decision was intended to allow the Company to engage further with Shareholders and gather additional feedback and perspectives on the Redomiciliation, including the governance changes proposed to be implemented in connection with the Redomiciliation.
Since then, we have engaged extensively with Shareholders to further discuss these matters. We believe our revised proposals address the feedback we have received from Shareholders, while preserving the anticipated benefits of the Redomiciliation for Cushman Wakefield and Shareholders. As requested by Shareholders, we are also providing Shareholders with certain additional information on the Redomiciliation, including the anticipated benefits of the Redomiciliation and alternatives considered by the Board.
Key Objectives and Anticipated Benefits
Today, our parent company, Cushman Wakefield plc, is incorporated in England and Wales but is listed on the NYSE, and as a result we are subject to cumbersome and costly administrative processes in the ordinary course of our business.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
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Following the proposed transaction, we will continue to be listed on the NYSE and governed by SEC rules and regulations, and the proposed transaction is not expected to have any material change on our day-to-day operations or the tax residence of our operating companies, as discussed below.
The principal objective of the Redomiciliation is to facilitate Shareholder value creation by reducing the administrative burden and associated costs of dual regulation in the U.S. and the U.K. By moving to Bermuda, the Company estimates that it will save more than US$3 million annually from reduced administrative, accounting, tax, and legal complexity. That total includes quantitative and qualitative savings from alleviating the cumbersome dual compliance mandate placed on our corporate staff and does not reflect additional legal, administrative, and compliance costs that we expect to save in the future relating to certain potential ordinary course transactions including share repurchases.
The Redomiciliation is also an opportunity to better align our corporate governance with the expectations of our largely U.S. Shareholder base under the more adaptable and business-friendly corporate law of Bermuda, while allowing us to maintain strong corporate governance, a stable corporate structure, and capital flexibility.
Governance Benefits for Shareholders
In response to Shareholder feedback, we have revised some of the governance provisions that were previously contemplated. In particular, we are no longer proposing that Shareholders can only remove directors between annual meetings for cause or that certain business combinations not supported by the Board are subject to supermajority shareholder approval requirements. The Board is also committing not to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without Shareholder approval.
Under our revised proposals and applicable governance rules, Shareholders will benefit from:
| the declassification of the Board, allowing Shareholders to vote on the election of directors on an annual basis, which would be phased in over a three-year period; | |
| the continued ability for Shareholders to remove directors between annual meetings via Shareholder resolution for any reason, which together with the declassification of the Board will allow Shareholders to hold all directors accountable; | |
| the removal of supermajority voting requirements to (i) amend our governing documents and (ii) effect certain business combinations; and | |
| a commitment that the Board will not issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without Shareholder approval. |
In addition, we will continue to have in place robust protections in relation to related party transactions through the continued application of NYSE and SEC rules, which require Shareholder approval for and/or restrict certain transactions with directors, officers or substantial Shareholders, as well as our robust written policies, including our Code of Business Conduct for Directors, Corporate Governance Guidelines, and Policy Concerning Related Party Transactions, which are guided by NYSE and SEC rules and regulations, and applicable Bermuda law.
Alternatives Considered by the Board
The decision to pursue the Redomiciliation is the result of an extensive review process that took approximately 18 months. During this process, the Board considered five different jurisdictions (United States (including Delaware), Cayman Islands, Jersey (Channel Islands), Ireland, and Luxembourg), assessing each one on a number of different factors. Following rigorous analysis, the Board
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
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selected Bermuda as the jurisdiction it believed offered Cushman Wakefield and Shareholders the best balance in terms of economic savings, efficiencies from reduced administrative burden, reliability, tax neutrality, risk, feasibility and facilitation and creation of long-term shareholder value. After a comprehensive evaluation of the potential implications of relocating to the United States (e.g., Delaware), that option was ultimately set aside due to the overall cost considerations, including a material tax impact that would have made the move economically unfeasible and detrimental to Shareholders. Similarly, the Board determined that the other jurisdictions analyzed did not provide the same overall advantages and benefits to the Company and Shareholders as Bermuda.
Redomiciliation is Not Tax-Driven
The Redomiciliation is not tax driven as the relocation to Bermuda would be generally tax neutral and our subsidiaries jurisdictions of tax residence would also not change.
Continued Commitment to Europe
We remain committed to our businesses in the U.K. and the rest of Europe as a leading provider of commercial real estate services. The change in jurisdiction of our parent company is not expected to have any material impact on our day-to-day operations, services, management, board of directors or employee base.
Manner of Voting
As Shareholders of Cushman Wakefield, you are entitled to vote on the proposed transaction, as outlined in this Document.
To implement the Redomiciliation, we must hold a succession of back-to-back meetings, that include a series of Shareholder votes, on the same day.
We summarize the meetings to be held and the votes to be taken in this Document.
As an overview, we will hold a court meeting and then a general meeting of our Shareholders, followed by a shareholders meeting addressing certain non-binding, advisory votes on proposed governance changes.
Please take a look at the letter from our Executive Vice President, Chief Legal Officer Secretary beginning on the following page for the recommendations of the board of directors of Cushman Wakefield on how to vote your Cushman Wakefield Shares in this transaction.
Your Vote is Important
We encourage you to vote promptly online, or, if you requested to receive printed proxy materials, by completing the proxy cards or voting instruction forms enclosed or provide under separate cover.
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Sincerely yours, MICHELLE MACKAY Chief Executive Officer |
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| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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LETTER FROM THE EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER SECRETARY: VOTING METHODS
Capitalized terms used but not otherwise defined in this Document have the meanings given to them in the section titled Definitions of this Document.
Date
October 16 , 2025
Time
10:00 a.m. Eastern Time
Location
In person at 1290 Avenue of the Americas, 7 th Floor, New York, New York 10104.
Delivery Date
On or about September 4 , 2025, our proxy materials are first being mailed or made available to Shareholders.
How To Vote
Shareholders of Record/Members
If your Cushman Wakefield Shares are registered directly in your name on the Companys register of members maintained by the Transfer Agent, you are considered, with respect to those Cushman Wakefield Shares, the member and Shareholder of record (and, for purposes of this Document, a Cushman Wakefield Shareholder and, for purposes of the Scheme, a Scheme Shareholder). If you are a Shareholder of record, please follow the instructions below on how to vote:
INTERNET: Visit https://www.envisionreports.com/CWKSPC. You will need the multi-digit number included in your Proxy Card(s) or notice regarding the availability of proxy materials.
MAIL: You may send your completed and signed Proxy Card(s) to the address on your Proxy Card(s).
AT THE MEETING: Attend the Meetings in-person.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Beneficial Owners of Shares
If your Cushman Wakefield Shares are held in the name of a broker, bank or other nominee through the facilities of DTC, you are a beneficial owner of those Cushman Wakefield Shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Cushman Wakefield Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Cushman Wakefield Shares are voted in the way you would like at the applicable Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Cushman Wakefield Shares.
Items to be Voted On:
| Meeting | Matter for Approval |
Board
Recommendations |
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| Resolutions Which Must Be Approved for Redomiciliation To Become Effective | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Court Meeting | (1) | Scheme: Redomiciliation |
| Vote FOR | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General Meeting | (1) | Approval of the Scheme |
| Vote FOR | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (2) | Cushman Wakefield Reduction of Capital |
| Vote FOR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | Articles Amendments |
| Vote FOR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | Issue of New Shares to New Cushman Wakefield |
| Vote FOR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (5) | Adjournment (in case of insufficient votes) |
| Vote FOR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-Binding, Advisory Votes on Certain Governance Changes Implemented as Part of Redomiciliation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders Meeting | (1) | Bye-law Provision: Board Declassification |
| Vote FOR | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (2) | Bye-law Provision: Business Combinations |
| Vote FOR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (3) | Bye-law Provision: Authorization of Preference Shares |
| Vote FOR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | Adjournment (in case of insufficient votes) |
| Vote FOR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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We are asking Cushman Wakefield Shareholders to approve the Redomiciliation via the Scheme and certain other related Resolutions. The Scheme will be approved if a majority in number who represent 75 percent or more in value of Cushman Wakefield Shares present and voting, in person or by proxy, at the Court Meeting approve the Scheme. In addition, we are asking Shareholders to approve certain other matters related to the implementation of the Scheme. These matters require approval by at least 75 percent of the votes cast by Cushman Wakefield Shareholders, in person or by proxy, at the General Meeting. Approval of each of these other matters by the requisite majority is a condition to the Scheme, and if any one of those matters is not so approved, the Redomiciliation will not occur.
If the Scheme is approved and becomes effective, Shareholders will become shareholders in NewCushman Wakefield which will have certain different governance arrangements to Cushman Wakefield. At the same time as seeking Shareholders approval for the Scheme, we are therefore also holding Shareholders advisory votes, on a non-binding basis, on some of the proposed terms of the New Cushman Wakefield Bye-laws that are different from the current governance arrangements of Cushman Wakefield.
These Advisory Resolutions will be considered approved if there is an affirmative vote of a majority of the votes cast by Shareholders, in person or by proxy at the Shareholders Meeting. However, the implementation of the Scheme is not conditional on approval of any of the Advisory Resolutions. Accordingly, a vote against any of the Advisory Resolutions will not count as a vote against the Scheme. Similarly, if any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed New Cushman Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ) if the non-binding, advisory vote in respect of such Advisory Resolution evidences substantial Shareholder opposition.
The Board has determined that the Scheme, including the Redomiciliation and the related governance changes, are in the best interests of Cushman Wakefield and its Shareholders and, as such, has approved the proposal of the Scheme, including the Redomiciliation and those governance changes. The Board unanimously recommends that you vote FOR each of the Resolutions proposed at the Court Meeting, the General Meeting and the Shareholders Meeting, in each case, as described in this Document. All of the members of the Board and all of our executive officers have indicated that they currently intend to vote in favor of each of the Resolutions proposed at the Court Meeting, the General Meeting and the Shareholders Meeting with respect to the Cushman Wakefield Shares they hold.
This Document provides you with detailed information about the Redomiciliation. We urge you to read all of the information contained and incorporated by reference in this Document, including the Risk Factors section, as well as the Annex hereto, carefully and in its entirety. Do not rely solely on this letter or the Summary section as a substitute for reading this Document in full.
All Cushman Wakefield Shareholders are invited to attend the Meetings at which they are entitled to vote in person. Only holders of record of Cushman Wakefield Shares as of 5:00 p.m. Eastern Time on August 29 , 2025, the Notice Record Date, are entitled to notice of the Meetings or any adjournment or postponement thereof. 5:00 p.m. Eastern Time on August 29 ,2025 will also serve as the record date for determining those holders of Cushman Wakefield Shares held in street name beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman Wakefield Shares at the Meetings.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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The Voting Record Time, being the record date for determining those Cushman Wakefield Shareholders who are entitled to vote their Cushman Wakefield Shares at the Meetings will be 5:00 p.m. Eastern Time on October 6 , 2025 or, if any Meeting is adjourned or postponed by 48hours or more, on the date that is 10 days prior to the date fixed for the adjourned or postponed Meeting, or, if Cushman Wakefield gives notice of the adjourned or postponed Meeting, and an entitlement time is specified in that notice, the time specified in that notice.
Your vote is important, regardless of the number of Cushman Wakefield Shares you own. To make sure your Cushman Wakefield Shares are represented at the Meetings, please submit your proxy or your instructions to your broker, bank or other nominee as soon as possible, whether or not you plan to attend the Meetings in person. If you have any questions or need assistance voting your Cushman Wakefield Shares, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
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Sincerely, NOELLE J. PERKINS
Executive Vice President,
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| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 7 | ||||||
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| TABLE OF CONTENTS |
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| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 8 | ||||||
DEFINITIONS |
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| 2016 Equity Incentive Plan | DTZ Jersey Holdings Limited Management Equity Incentive Plan, amended and restated effective as of January 2016; | |
| 2018 Omnibus Management Plan | the Third Amended Restated 2018 Omnibus Management Share and Cash Incentive Plan effective as of May 15, 2025, as the same may be further amended or restated; | |
| 2018 Omnibus Non-Employee DirectorPlan | the Second Amended Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan effective as of May 16, 2024, as the same may be further amended or restated; | |
| Adjournment Resolution | the General Meeting Adjournment Resolution and the Shareholders Meeting Adjournment Resolution; | |
| Advisory Resolutions | all of the non-binding, advisory resolutions to be proposed at the Shareholders Meeting, other than the Shareholders Meeting Adjournment Resolution; | |
| AMF | the French Autorit des Marchs Financiers; | |
| Annex | the annex attached to this Document; | |
| Annual General Meeting | an annual general meeting of New Cushman Wakefield Shareholders; | |
| Articles | the articles of association of Cushman Wakefield, as amended from time totime; | |
| Articles Amendment Resolution | Resolution No. 3 to be proposed at the General Meeting concerning the amendment of the Articles; | |
| BEPS | Base Erosion and Profit Shifting; | |
| Bermuda Companies Act | the Companies Act 1981 of Bermuda and all other corporate and tax statutes in effect from time to time in Bermuda that govern Bermuda companies; | |
| BMA | Bermuda Monetary Authority; | |
| Board | the board of directors of Cushman Wakefield; | |
| Business Day | a day (excluding a Saturday, Sunday, public or bank holiday) on which banks generally are open for business in the City of London, City of Hamilton and City of New York for the transaction of normal banking business; | |
| Certificated or In Certificated Form | not in uncertificated form (that is, not held in DTC); | |
| Check-the-Box Election | as defined in Part I Explanatory Statement 4. Re-Registration, Check-the- Box Election, and Dissolution; | |
| CITA | the Corporate Income Tax Act 2023; | |
| Code | the Internal Revenue Code of 1986, as amended; | |
| Companies Act | the United Kingdom Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force; | |
| Company or Cushman Wakefield | Cushman Wakefield plc, a public limited company incorporated in England and Wales with registered number 11414195; | |
| Conditions | the conditions to the implementation of the Scheme set forth in Part II Conditions to and Further Terms of the Scheme of this Document; | |
| Court | the High Court of Justice of England and Wales; | |
| Court Hearing | the hearing by the Court of the application to approve the Scheme; | |
| Court Meeting | the meeting of the Scheme Shareholders convened by order of the Court pursuant to Part 26 of the Companies Act for October 16 , 2025 to consider and, if thought fit, approve the Scheme, and any adjournment thereof, notice of which is set out in Part VI Notice of Court Meeting of this Document; | |
| Court Meeting Resolution | the resolution to be proposed at the Court Meeting; | |
| Court Order | the order of the Court sanctioning the Scheme under Part 26 of the Companies Act and confirming the Cushman Wakefield Reduction ofCapital; |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 9 | ||||||
| CTA | the U.K. Corporation Tax Act 2009; | |
| Cushman Wakefield Equity IncentivePlans | the 2018 Omnibus Management Plan , the 2018 Omnibus Non-Employee Director Plan and the 2016 Equity Incentive Plan together with any additional stock incentive plans approved by Shareholders by resolution at any general meeting of the Companys Shareholders which may occur on or before the date of the Meetings; | |
| Cushman Wakefield Group | the Cushman Wakefield group of companies; | |
| Cushman Wakefield Reduction ofCapital | the reduction of the Companys share capital associated with the cancellation and extinguishment of the Scheme Shares provided for by Clause 1 of the Scheme and under Chapter 10 of Part 17 of the Companies Act; | |
| Cushman Wakefield Shareholder | a holder of Cushman Wakefield Shares; | |
| Cushman Wakefield Shares | the Cushman Wakefield Ordinary Shares of US$0.10 nominal value each; | |
| Depositary | Computershare Trust Company, N.A., as depositary for ordinary shares that could not be deposited with DTC as of the closing of the Companys initial public offering; | |
| Document | this joint proxy statement and Scheme circular document published by Cushman Wakefield in connection with the Scheme, together with all information incorporated by reference herein; | |
| DTC | the relevant system to facilitate the transfer of title to shares in uncertificated form in respect of which The Depository Trust Company is the operator; | |
| Effective Date | the day when the Scheme becomes effective; | |
| ES Act | the Economic Substance Act 2018 of Bermuda, as amended; | |
| EUTPA | the Exempted Undertakings Tax Protection Act 1966; | |
| Exchange Agent | Computershare Trust Company, N.A., the exchange agent in connection with the Scheme; | |
| Exchange Control Act | the Exchange Control Act 1972; | |
| FCA | the United Kingdom Financial Conduct Authority; | |
| FIRB | the Australian Foreign Investment Review Board; | |
| General Meeting | the general meeting of the Company convened for October 16 , 2025, and any adjournment or postponement thereof, notice of which is set out in Part VII Notice of General Meeting of this Document; | |
| General Meeting Adjournment Resolution | the resolution to be proposed at the General Meeting to adjourn the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme Resolutions at the General Meeting; | |
| General Meeting Resolutions | all of the special and ordinary resolutions to be proposed at the GeneralMeeting; | |
| GRA | gain recognition agreement within the meaning of Treasury regulations section1.367(a)-8; | |
| HMRC | his Majestys Revenue Customs; | |
| Holder | a registered holder (including any person(s) entitled by transmission); | |
| IFRS | the International Financial Reporting Standards issued by the International Accounting Standards Board, as endorsed by the U.K. Endorsement Board; | |
| ITA | the U.K. Income Tax Act 2007; | |
| Meetings | the Court Meeting, the General Meeting and the Shareholders Meeting; | |
| New Cushman Wakefield | Cushman Wakefield Ltd., a new company formed as an exempted company limited by shares incorporated under the Bermuda Companies Act; | |
| New Cushman Wakefield Board | the board of directors of New Cushman Wakefield; | |
| New Cushman Wakefield Bye-laws | the amended and restated bye-laws of New Cushman Wakefield adopted on and conditional upon the Scheme becoming effective; | |
| New Cushman Wakefield Memorandum of Association | the memorandum of association of New Cushman Wakefield; | |
| New Cushman Wakefield Shareholder | a holder of New Cushman Wakefield Shares; |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 10 | ||||||
| New Cushman Wakefield Shares | the common shares, par value US$0.10 per share, of New Cushman Wakefield; | |
| New Shares | B ordinary shares of US$0.10 each in the capital of Cushman Wakefield; | |
| Notice Record Date | as defined in Expected Timetable of Principal Events; | |
| NSIA | the National Security and Investment Act 2021, as amended; | |
| NYSE | the New York Stock Exchange; | |
| NYSE Shareholder Approval Rule | as defined in Part V Additional Information Related Party Transactions; | |
| OECD | the Organization for Economic Co-operation and Development; | |
| Original Court Meeting | the meeting convened by the Court as more particularly detailed in the Original Proxy Statement and Scheme Document; | |
| Original General Meeting | the general meeting as more particularly detailed in the Original Proxy Statement and Scheme Document; | |
| Original Proxy Statement and Scheme Document | as defined in Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation; | |
| Original Scheme | as defined in Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation; | |
| Original Shareholders Meeting | the shareholders meeting as more particularly detailed in Original Proxy Statement and Scheme Document; | |
| Overseas Shareholder | any Scheme Shareholder who the Company or New Cushman Wakefield reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or for the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda and in respect of whom the Company or New Cushman Wakefield is advised that the allotment and issue of New Cushman Wakefield Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States, or Bermuda or would, or might, require the Company or New Cushman Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or New Cushman Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous; | |
| Proposal or Redomiciliation | the introduction of a new Bermuda-incorporated holding company that will become the parent holding company of the Cushman Wakefield Group and the issuer of the Cushman Wakefield Shares you hold, to be effected by means of the Scheme of Arrangement; | |
| Proxy Cards | the Proxy Cards (labelled Court Meeting, General Meeting or Shareholders Meeting) for use at the applicable Meeting (or any of them as the context may require), which are being sent to Cushman Wakefield Shareholders; | |
| Proxy Solicitor | Innisfree MA Incorporated, as proxy solicitation agent for the Meetings; | |
| Related Party Transaction Policies | as defined in Part V Additional Information Related Party Transactions; | |
| Registrar of Companies | the Registrar of Companies in England and Wales; | |
| Re-Registration | as defined in Part I Explanatory Statement 4. Re-Registration, Check-the- Box Election, and Dissolution; | |
| Resolutions | collectively, the Adjournment Resolutions, the Advisory Resolutions, the Court Meeting Resolution, the Scheme Resolutions and the Shareholders Meeting Resolutions; | |
| Restricted Jurisdiction | any jurisdiction (for the avoidance of doubt, excluding the United Kingdom, Bermuda and the United States) where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Scheme is sent or made available to Cushman Wakefield Shareholders in that jurisdiction; | |
| Scheme or Scheme of Arrangement | the scheme of arrangement proposed to be made under Part 26 of the Companies Act between the Company and the Scheme Shareholders, as set out in Part III The Scheme of Arrangement of this Document, with or subject to any modification, addition or condition approved or imposed by the Court; |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 11 | ||||||
| Scheme Record Time | 5:00 p.m. Eastern Time on the Business Day immediately following the date of the Court Hearing; | |
| Scheme Resolutions | the General Meeting Resolutions other than the General Meeting Adjournment Resolution; | |
| Scheme Shareholders | the holders of the Scheme Shares from time to time; | |
| Scheme Shares |
(a)the Cushman Wakefield Shares in issue at the date of this Document; (b)any Cushman Wakefield Shares issued after the date of this Document and before the Voting Record Time; and (c)any Cushman Wakefield Shares issued at or after the Voting Record Time and prior to the Scheme Record Time, on terms that the holder shall be bound by the Scheme, and in each case (where the context requires) remaining in issue at the Scheme Record Time and in each case excluding any Cushman Wakefield Shares held by New Cushman Wakefield; |
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| SEC | the U.S. Securities and Exchange Commission; | |
| Shareholder | prior to the Effective Date, a Cushman Wakefield Shareholder, and, following the Effective Date, a New Cushman Wakefield Shareholder; | |
| Shareholder Helpline | as defined in Summary; | |
| Shareholders Meeting | the meeting of the Shareholders convened for October 16 , 2025, and any adjournment or postponement thereof, notice of which is set out in Part VIII Notice of Shareholders Meeting of this Document; | |
| Shareholders Meeting Adjournment Resolution | the resolution to be proposed at the Shareholders Meeting to adjourn the Shareholders Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Advisory Resolutions at the ShareholdersMeeting; | |
| Shareholders Meeting Resolutions | all of the resolutions to be proposed at the Shareholders Meeting; | |
| Share Restructuring | the cancellation of the Scheme Shares (as defined in the Scheme) and the issue of the New Cushman Wakefield Shares to Scheme Shareholders (as defined in the Scheme) pursuant to the Redomiciliation; | |
| Transfer Agent | Computershare Trust Company, N.A., as transfer agent for Cushman Wakefield and New Cushman Wakefield; | |
| Uncertificated or In Uncertificated Form | recorded on the relevant register as being held in uncertificated (i.e., book-entry) form, in the name of Cede Co., and beneficial title to which may, by virtue of the DTC regulations, be transferred by means of DTC; | |
| United Kingdom or U.K. | the United Kingdom of Great Britain and Northern Ireland; | |
| United States or U.S. | the United States of America; | |
| U.S. Exchange Act | the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time; | |
| U.S. GAAP | U.S. generally accepted accounting principles; | |
| U.S. Securities Act | the Securities Act of 1933, as amended; and | |
| Voting Record Time | 5:00 p.m. Eastern Time on October 16 , 2025 or, if the Court Meeting, the General Meeting or the Shareholders Meeting, as the case may be, is adjourned or postponed by 48 hours or more, close of business on the date that is 10 days prior to the date fixed for the adjourned or postponed Court Meeting, General Meeting or Shareholders Meeting, as the case may be, or, if the Company gives notice of the adjourned or postponed Court Meeting, General Meeting or Shareholders Meeting, as the case may be, and an entitlement time is specified in that notice, the time specified in that notice. | |
| All references to are to the lawful currency of the United Kingdom. | ||
| All references to US$ or U.S. dollars are to the lawful currency of the United States. | ||
| All references to Bermuda dollar are to the lawful currency of Bermuda. | ||
| All references to any statutory provision, law, order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom. | ||
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 12 | ||||||
IMPORTANT NOTICES |
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transferring, prior to the Scheme Record Time, some or all of the Scheme Shares held by such Scheme Shareholder to a nominee to hold such Scheme Shares in trust for that Scheme Shareholder, on terms that the nominee shall sell the New Cushman Wakefield Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date, or (b) New Cushman Wakefield may, in its sole discretion, determine that some or all of the New Cushman Wakefield Shares that would otherwise be allotted and issued to such Scheme Shareholder pursuant to the Scheme shall instead be allotted and issued to a nominee appointed by New Cushman Wakefield as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall be paid to such Scheme Shareholder in accordance with the provisions of Clause 4 of the Scheme. In the absence of bad faith or wilful default, none of the Company, New Cushman Wakefield, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale.
THIS DOCUMENT DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF, AN OFFER TO SELL OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY NEW CUSHMAN WAKEFIELD SHARES BY ANY PERSON IN ANY RESTRICTED JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY ANY SUCH PERSON THAT WOULD PERMIT A PUBLIC OFFERING OF NEW CUSHMAN WAKEFIELD SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, NOR HAS ANY SUCH ACTION BEEN TAKEN WITH RESPECT TO THE POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OTHER THAN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NONE OF CUSHMAN WAKEFIELD, NEW CUSHMAN WAKEFIELD OR THEIR RESPECTIVE ASSOCIATES, DIRECTORS, OFFICERS, AGENTS OR ADVISORS ACCEPTS ANY RESPONSIBILITY FOR ANY VIOLATION OF ANY OF THESE RESTRICTIONS BY ANY OTHER PERSON.
The availability of New Cushman Wakefield Shares under the Scheme to Cushman Wakefield Shareholders who are (or are holding some or all of their Cushman Wakefield Shares on behalf of, or for the benefit of, a person(s) who is) not resident in the United Kingdom, the United States or Bermuda may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements.
Further details relating to Overseas Shareholders are set forth in Part I Explanatory Statement 16. Securities Laws Considerations Restricted Jurisdictions and Overseas Shareholders.
Accounting Standards
The financial information included in this Document has been prepared in accordance with U.S. GAAP.
Special Note Regarding Forward-Looking Statements
This Document contains forward-looking statements. All statements contained in this Document other than statements of historical fact, including statements relating to the Meetings, the Redomiciliation, trends in or expectations relating to the expected effects of our initiatives, strategies and plans, as well as trends in or expectations regarding our financial results and long-term growth model and drivers, and regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. The words can, believe, may, will, continue, anticipate, intend, plan, expect, seek and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in this Document and in our filings with the SEC, including the Risk Factors section of our Annual Report on Form 10-K for the year ended December31, 2024. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Document may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We assume no obligation to update any of these forward-looking statements after the date of this Document, except as required by law.
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SUMMARY |
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| read the letter from Michelle MacKay, Chief Executive Officer of the Company, which begins on the cover of this Document and briefly explains the Redomiciliation; | |
| read the letter from Noelle Perkins, Executive Vice President, Chief Legal Officer Secretary, and Action to be Taken, which explain the actions to be taken by you, including how to make sure your vote is counted; | |
| read this Summary; | |
| read Part I Explanatory Statement and the remainder of this Document in its entirety; | |
| submit your proxy or your instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the Meetings in person; and | |
| if you have any questions, contact the Shareholder helpline, details of which are set forth below (the ShareholderHelpline ). |
|
SHAREHOLDER HELPLINE If you have any further questions about voting or attending the Meetings, please call the Cushman Wakefield Investor Relations team by telephone at +1 312 338-7860 or by e-mail at ir@cushwake.com or contact the Proxy Solicitor at +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833. |
This Summary highlights selected information from this Document and may not contain all of the information that is important to you. Shareholders are urged to read the information contained and incorporated by reference in this Document, as well as the Annex, carefully and in their entirety. Do not solely rely on this Summary or regard reading this Summary as a substitute for reading this Document carefully and in its entirety.
The Redomiciliation
The Scheme (see Part III The Scheme of Arrangement)
The Scheme, if it is approved and becomes effective, will result in: (a) New Cushman Wakefield, a new holding company incorporated in Bermuda, becoming the parent holding company of the Cushman Wakefield Group, (b)Cushman Wakefield Shareholders holding the same number of New Cushman Wakefield Shares as the Cushman Wakefield Shares they held as of the Scheme Record Time, and (c) Cushman Wakefield becoming a wholly-owned, direct subsidiary of New Cushman Wakefield. Following the Effective Date, the Cushman Wakefield Group, with New Cushman Wakefield as its parent holding company, will continue to conduct materially the same business operations as were conducted by the Cushman Wakefield Group prior to the Effective Date. No existing operating business of the Cushman Wakefield Group will be transferred to Bermuda by virtue of the Scheme.
Under the Scheme, on the Effective Date, New Cushman Wakefield will issue the New Cushman Wakefield Shares to all Cushman Wakefield Shareholders as of the Scheme Record Time, and accordingly, on the Effective Date all Cushman Wakefield Shares will be cancelled, and Cushman Wakefield Shareholders will receive fully paid and non-assessable New Cushman Wakefield Shares as follows:
| one New Cushman Wakefield Share for each Cushman Wakefield Share held at the Scheme Record Time. |
The Board may exercise its discretion to delay or abandon the Scheme and the Redomiciliation at any time, including after Shareholder approval has been obtained at the Meetings. See Risk Factors Risks Associated with the Redomiciliation The Board may choose to delay or abandon the Scheme and the Redomiciliation at any time prior to the Effective Date, as well as the other risk factors set forth under Forward-Looking Statements and Risk Factors.
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Advisory Resolutions (see Part I Explanatory Statement 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions Shareholders Meeting)
Due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on certain governance changes that we are proposing to implement in connection with the Redomiciliation at the Shareholders Meeting. The vote on each of the Shareholders Meeting Resolutions (other than the Shareholders Meeting Adjournment Resolution) is only on an advisory basis and will not affect the approval of the Redomiciliation. If any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed New Cushman Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ) if the non-binding, advisory vote in respect of such Advisory Resolution evidences substantial Shareholder opposition.
Meetings and Consents for Implementation of the Proposal and Advisory Resolutions (see Part I Explanatory Statement 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions)
Court Meeting
The Court Meeting has been convened, pursuant to an order of the Court, to enable the Cushman Wakefield Shareholders, to consider and approve the Scheme (and therefore the Redomiciliation). See Part I Explanatory Statement 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions.
The approval required to approve the Scheme at the Court Meeting is a majority in number who represent 75 percent or more in value of the Cushman Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting.
| FOR | THE BOARD UNANIMOUSLY RECOMMENDS THAT CUSHMAN WAKEFIELD SHAREHOLDERS VOTE FOR THE COURT MEETING RESOLUTION AT THE COURT MEETING. |
General Meeting
Following the Court Meeting, the following General Meeting Resolutions are to be considered at the General Meeting, each as described below and in more detail in Part I Explanatory Statement 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions General Meeting.
We are asking Shareholders to approve Scheme Resolutions No. 1 through No. 4, which relate to certain procedural matters necessary to implement the Scheme.
| 1. | Scheme Resolution No. 1: Approval of Scheme. |
The purpose of Scheme Resolution No. 1 is to approve the Scheme and give the Board the authority to carry out the procedural actions necessary to implement the Scheme.
| 2. | Scheme Resolution No. 2: Cushman Wakefield Reduction of Capital. |
The purpose of Scheme Resolution No. 2 is to authorize the reduction of the Companys share capital associated with the cancellation and extinguishment of the Scheme Shares.
| 3. | Scheme Resolution No. 3: Articles Amendments. |
The purpose of Scheme Resolution No. 3 is to amend the Articles to ensure that any additional Cushman Wakefield Shares issued pursuant to the Cushman Wakefield Equity Incentive Plans, or otherwise, are, dependent on timing, either subject to the Scheme or exchanged for New Cushman Wakefield Shares following the Scheme, pursuant to the Articles. In addition, the proposed amendment to the Articles will create a new class of B ordinary shares with a nominal value of US$0.10, which will facilitate the issue of the New Shares to New Cushman Wakefield required as part of the Scheme.
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| 4. | Scheme Resolution No. 4: Issue of New Shares to New Cushman Wakefield. |
The purpose of Scheme Resolution No. 4 is to approve the issue of the New Shares to New Cushman Wakefield as part of the Scheme such that Cushman Wakefield will become a wholly-owned, direct subsidiary of New Cushman Wakefield.
| 5. | Adjournment. |
The purpose of the General Meeting Adjournment Resolution is to approve the adjournment of the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme Resolutions.
| FOR | THE BOARD UNANIMOUSLY RECOMMENDS THAT CUSHMAN WAKEFIELD SHAREHOLDERS VOTE FOR EACH OF THE GENERAL MEETING RESOLUTIONS AT THE GENERAL MEETING. |
Each of the General Meeting Resolutions other than the General Meeting Adjournment Resolution to be considered at the General Meeting is a special resolution which requires approval by at least 75 percent of the votes cast by Cushman Wakefield Shareholders, in person or by proxy. The General Meeting Adjournment Resolution is an ordinary resolution which requires approval by a majority of the votes cast by Cushman Wakefield Shareholders, in person or by proxy.
Approval of each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, a vote against any of the Scheme Resolutions will be avote against the Scheme.
Shareholders Meeting
Following the General Meeting, the following Shareholders Meeting Resolutions are to be considered at the Shareholders Meeting, each as described below and in more detail in Part I Explanatory Statement 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions Shareholders Meeting.
Due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on certain governance changes we are proposing to implement in the New Cushman Wakefield Bye-laws in connection with the Redomiciliation.
| 1. | Board Declassification. |
The purpose of this Advisory Resolution is to seek our Shareholders views, on a non-binding, advisory basis, on the declassification of the New Cushman Wakefield Board, which would provide Shareholders with the ability to voteon the election of the entire New Cushman Wakefield Board on an annual basis (with such declassification to be phased in gradually over a three-year period beginning in 2026 at the first Annual General Meeting of Shareholders following the completion of the Redomiciliation). Currently, under the Articles, directors are divided into three classes, and directors in each class are elected every third year to serve three-year terms. If the Redomiciliation is completed, the declassification process will take place as follows: directors who stand for election at the 2026 Annual General Meeting (Class II directors) will be eligible to be elected to serve a one-year term; directors who stand for election at the 2027 Annual General Meeting (Class II and Class III directors) will be eligible to be elected to serve a one-year term; and directors who stand for election at the 2028 Annual General Meeting and at each Annual General Meeting thereafter (all directors) will be eligible to be elected to serve a one-year term. The Company is seeking approval of this Advisory Resolution, in part, because the current trend in corporate governance is leading away from classified boards in favor of electing all directors annually, and the Company also recognizes that a classified board structure may reduce directors accountability to Shareholders because such a structure does not enable Shareholders to express a view on each directors performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for Shareholders to influence corporate governance policies and to increase accountability for implementing those policies .
| 2. | Business Combinations. |
The purpose of this Advisory Resolution is to seek our Shareholders views, on a non-binding, advisory basis, on the approval threshold in the New Cushman Wakefield Bye-laws for mergers and certain other business combinations. The Board believes that the proposed approval threshold of a majority of New Cushman Wakefield Shares outstanding (instead of the current supermajority approval threshold in the U.K.), regardless of whether the
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transaction has approval of the New Cushman Wakefield Board, would enable New Cushman Wakefield to more easily effect business combinations supported by Shareholders.
| 3. | Authorization of Preference Shares. |
The purpose of this Advisory Resolution is to seek our Shareholders views, on a non-binding, advisory basis, on the authorization of preference shares in the New Cushman Wakefield Bye-laws. The Company believes that the ability to issue preference shares will provide New Cushman Wakefield with greater flexibility to take advantage of potential financing and acquisition opportunities as they arise without the expense and delay of additional meetings of the Shareholders, as well as to improve New Cushman Wakefields ability to attract investment capital as various series of preference shares may be created and customized from time to time to meet the needs of any particular transaction and/or market conditions. The New Cushman Wakefield Board will not use its power to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders.
| 4. | Adjournment. |
The purpose of the Shareholders Meeting Adjournment Resolution is to approve the adjournment of the Shareholders Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Advisory Resolutions.
| FOR | THE BOARD UNANIMOUSLY RECOMMENDS THAT CUSHMAN WAKEFIELD SHAREHOLDERS VOTE FOR EACH OF THE SHAREHOLDERS MEETING RESOLUTIONS AT THE SHAREHOLDERS MEETING. |
Each of the Shareholder Meeting Resolutions to be considered at the Shareholders Meeting will be considered approved by the affirmative vote of a majority of the votes cast by the Cushman Wakefield Shareholders, in person or by proxy at the Shareholders Meeting.
However, the implementation of the Scheme is not conditional on approval of any of the Advisory Resolutions. Accordingly, a vote against any of the Advisory Resolutions will not count as a vote against the Scheme. Similarly, if any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed New Cushman Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ) if the non-binding, advisory vote in respect of such Advisory Resolution evidences substantial Shareholder opposition.
Please note that the Shareholders Meeting is an advisory meeting called by the Board to meet the Companys obligations under applicable rules and regulations of the SEC, it is not a general meeting of the Shareholders of Cushman Wakefield, and as such, is not required to be held in accordance with the provisions of the Companies Act, the Articles or English law governing general meetings.
Quorum and Voting at the Meetings
A quorum of Shareholders is necessary to validly hold each of the Meetings. A quorum will be present at the Court Meeting if two or more Shareholders entitled to vote are present in person or are represented by proxy. A quorum will be present at the General Meeting if Shareholders who together represent at least the majority of the voting rights of all the Shareholders entitled to vote at the General Meeting are present in person or are represented, by proxy. A quorum will be present at the Shareholders Meeting if two or more Shareholders entitled to vote are present in person or are represented by proxy.
Except as set forth herein, all Shareholders whose Cushman Wakefield Shares are registered directly in their names on the Companys register of members maintained by the Transfer Agent at the Voting Record Time will be entitled to vote at the applicable Meeting in respect of the Cushman Wakefield Shares registered in their names at such time.
If your Cushman Wakefield Shares are held in the name of a broker, bank or other nominee within the facilities of DTC, you are a beneficial owner of the Cushman Wakefield Shares held in street name and this Document is being made available or forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Cushman Wakefield Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Cushman Wakefield Shares are voted in the way you would like at the applicable Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Cushman Wakefield Shares.
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If a broker of Cushman Wakefield Shares does not have discretionary authority to vote those Cushman Wakefield Shares on any proposal, or if those Cushman Wakefield Shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to any proposal, those Cushman Wakefield Shares are considered broker non-votes with respect to such proposal and will not be voted. Such broker non-votes will be counted for purposes of determining whether a quorum is present at the General Meeting and the Shareholders Meeting, but will not be counted for purposes of determining whether a quorum is present at the Court Meeting for purposes of voting on the Scheme or any of the other Resolutions because all of the Resolutions are considered non-routine matters under NYSE Rule 452, as described below and in more detail in Questions and Answers The Meetings What are broker non-votes and how are they treated?
If you hold depositary receipts through the Depositary, this Document is being made available or forwarded to you by the Depositary. Because each depositary receipt represents one Cushman Wakefield Share, you have the right to direct the Depositary on how to vote your depositary receipts by following the instructions provided to you by the Depositary.
For more information on the Meetings, see Part I Explanatory Statement 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions. For more details on how to vote at the Meetings, seeAction to be Taken Voting at the Meetings.
Recommendation of the Board (see Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation)
For the reasons described in Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation, the Board unanimously recommends that Cushman Wakefield Shareholders vote FOR the Court Meeting Resolution at the Court Meeting, FOR each of the General Meeting Resolutions at the General Meeting and FOR each of the Shareholders Meeting Resolutions at the Shareholders Meeting. As of August 26 , 2025, Cushman Wakefields directors and executive officers beneficially owned in the aggregate less than one percent of the Cushman Wakefield Shares. All of the members of the Board and all of Cushman Wakefields executive officers have indicated to the Company that they currently intend to vote their Cushman Wakefield Shares in favor of the Court Meeting Resolution, the General Meeting Resolutions and the Shareholders Meeting Resolutions.
Interests of Certain Persons in Matters to be Acted Upon (see Part V Additional Information Information on the Cushman Wakefield and New Cushman Wakefield Directors)
The effect of the Scheme on the interests of the directors and executive officers in their capacity as Cushman Wakefield Shareholders will not differ from the effect of the Scheme on the interests of other Cushman Wakefield Shareholders. The directors and the executive officers of Cushman Wakefield have certain interests in the Redomiciliation that are in addition to their interests as Shareholders. For more information on these interests, seePart V Additional Information Information on the Cushman Wakefield and New Cushman Wakefield Directors.
Reasons for the Redomiciliation (see Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation)
Cushman Wakefield has concluded that moving the jurisdiction of incorporation for its parent holding company to Bermuda from England and Wales will facilitate the Companys ability to deliver sustainable long-term value creation for Shareholders. The principal objective of the Redomiciliation is to facilitate Shareholder value creation by reducing the administrative burden and associated costs of dual regulation in the U.S. and the U.K. Currently, the Company is subject to the requirements of two separate, and mismatched, regulatory frameworks: the securities laws of the United States (including applicable NYSE listing requirements), and the U.K. Companies Act (including the Financial Reporting Council). Although there is conceptual overlap between the two frameworks, compliance with each has separate and unique requirements, with significant administrative burden and associated costs. For example, the Company must go through the year-end close process twice, in two different jurisdictions, with two different statutory filing requirements. Because of this, the Company must maintain, among other things: (a) two sets of financial statements, each of which must be independently audited in accordance with two different accounting standards, (b) two separate audits, each by an entirely different audit team (one in the U.S. and one in the U.K.), and (c) two separate annual reports, encompassing two separate executive compensation reports, two ESG reporting frameworks, and two Board approvals, prepared with the support of two sets of law firms, tax consultants, and executive compensation consultants.
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By moving to Bermuda, the Company estimates that it will save more than US$3 million annually from reduced administrative, accounting, tax and legal complexity. That total includes quantitative and qualitative savings from alleviating the cumbersome dual compliance mandate placed on our corporate staff and does not reflect additional legal, administrative and compliance costs that we expect to save in the future relating to certain potential ordinary course transactions including share repurchases. While the total costs of the redomiciliation process are expected to be approximately US$4 million, the Company expects to recoup these costs in approximately 12 to 18 months, based solely on estimated annual savings.
The Redomiciliation is also an opportunity to better align our corporate governance with the expectations of our largely U.S. Shareholder base under the more adaptable and business-friendly corporate law of Bermuda, while allowing us to maintain strong corporate governance, a stable corporate structure, and capital flexibility.
Conditions to and Further Terms of the Scheme (see Part II Conditions to and Further Terms of the Scheme)
The Scheme is subject to the satisfaction (or if not satisfied, to the extent permitted by applicable law, waiver) of the Conditions, each of which needs to be satisfied (or, to the extent permitted by applicable law, waived) in order for the Scheme to be implemented, and to the further terms set forth in Part II Conditions to and Further Terms of the Scheme.
The implementation of the Scheme is conditional upon, among other things: (a) the Scheme being approved by a majority in number who represent 75 percent or more in value of Cushman Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting, (b) each of the Scheme Resolutions being passed by the requisite majority at the General Meeting, (c) the approval of the Court, and (d) receipt of any required regulatory and foreign investment approvals, including any such approvals as are customary and necessary in the context of a transaction similar to that contemplated under the Scheme, given the nature of Cushman Wakefields business. For more details, see Part II Conditions to and Further Terms of the Scheme.
Regulatory Approvals (see Part II Conditions to and Further Terms of theScheme)
The only governmental or regulatory approvals or actions that are required to complete the Redomiciliation are compliance with U.S. federal and state securities laws, the NYSE rules and regulations, and all applicable laws in the United Kingdom, the United States, Bermuda and the various countries in which we do business, including certain approvals from FIRB, the FCA, the AMF, and under the NSIA.
Accounting Treatment of the Scheme (see Part I Explanatory Statement 19. Accounting Treatment of the Scheme)
Historical cost basis accounting, rather than acquisition method accounting, will be applied to the Scheme under U.S. GAAP. Given that, for accounting purposes, there will be no change in control of Cushman Wakefield and the Shareholders will be in the same economic position immediately before and after the Redomiciliation, and because the Redomiciliation will be accounted for as an internal reorganization of entities under common control, there will be no revaluation of Cushman Wakefields assets and liabilities.
Effectiveness of the Scheme
If the Scheme is sanctioned by the Court and the other conditions to the Scheme have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived), the Scheme will become effective on the Effective Date.
More detail on the expected transaction timetable and further information about the Scheme is set forth in Expected Timetable of Principal Events and Part I Explanatory Statement.
Material Tax Consequences
Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized below may not apply to all Cushman Wakefield Shareholders,
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and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local), and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Cushman Wakefield Shares in light of your particular situation.
Material U.K. Tax Consequences (see Part IV Taxation Material U.K. Tax Consequences The Redomiciliation)
Holders should not recognize any gain or loss for U.K. income tax and corporation tax purposes solely as a result of the Redomiciliation (on the basis of and subject to the matters described in Part IV Taxation Material U.K. Tax Consequences The Redomiciliation).
Material Bermuda Tax Consequences (Part IV Taxation Material Bermuda TaxConsequences)
New Cushman Wakefield intends to obtain an assurance from the Minister of Finance of Bermuda under the EUTPA that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to New Cushman Wakefield or to any of its operations or shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by New Cushman Wakefield in respect of real property owned or leased by it in Bermuda. However, the CITA provides that any applicable liability for tax chargeable pursuant to the CITA shall apply notwithstanding any assurance given pursuant to the EUTPA. As a result, there may be adverse tax consequences insofar as the CITA applies to New Cushman Wakefield or to any of its operations or shares, debentures or other obligations.
Material U.S. Federal Income Tax Consequences (see Part IV Taxation MaterialU.S. Federal Income Tax Consequences)
U.S. Holders and non-U.S. Holders (each as defined in Part IV Taxation Material U.S. Federal Income Tax Consequences) should not recognize any gain or loss for U.S. federal income tax purposes solely as a result of the exchange of Cushman Wakefield Shares for New Cushman Wakefield Shares in the Redomiciliation. Please see Part IV Taxation Material U.S. Federal Income Tax Consequences.
Other Information
Rights of Dissenting Shareholders
No appraisal or similar rights of dissenting Shareholders will apply in connection with the Scheme because no such rights are applicable under English law. However, objections to the Scheme may be raised at the Court Hearing, as explained in Part II Conditions to and Further Terms of the Scheme.
Stock Exchange Listing (see Part I Explanatory Statement Shareholders Meeting 12. Listing and Trading)
The New Cushman Wakefield Shares will be listed on the NYSE, trading under the symbol CWK, the same symbol under which the Cushman Wakefield Shares are currently trading. We have no current plans to list the New Cushman Wakefield Shares on any other securities exchange.
Market Price
On August 29 , 2025, the most recent practicable date prior to the date of this Document, the closing price of the Cushman Wakefield Shares on the NYSE was US$ 15.77 per share.
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QUESTIONS AND ANSWERS |
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What is a scheme of arrangement?
A scheme of arrangement is an English law statutory procedure provided for in the Companies Act. Schemes of arrangement permit a company to enter into an arrangement with its shareholders, under which the company and its shareholders can agree to anything they are lawfully entitled to so agree. Shareholders approve the terms of the scheme of arrangement by voting on the proposal put to them by the company, which must be approved by a majority in number of the shareholders present and voting, holding at least 75 percent in value of the shares present and voting. Thereafter, a scheme must be sanctioned by the Court before it becomes effective.
Commonly, schemes of arrangement are used to effect transformative structural changes to a company, such as a takeover, a reorganization, a return of capital or a demerger transaction. One of the other common uses of a scheme of arrangement (and the purpose of the Scheme for which we are seeking your approval) is the insertion of a new group holding company to effect the redomiciliation of a group of companies from one jurisdiction to another. The Company is proposing to use a scheme of arrangement to implement the Redomiciliation.
The conduct of schemes of arrangements is regulated by the English courts. The Court controls the statutory procedure and provides permission for a copy of the document setting out the terms of the scheme to be sent to shareholders. If the relevant proposal achieves the requisite shareholder approval, the Court has jurisdiction to sanction, i.e., provide official permission or approval for, such arrangements. Once the scheme receives permission from the Court, you will be bound by its terms regardless of whether or how you voted.
Why is the Board implementing the Redomiciliation by way of a scheme of arrangement?
The Company intends to implement the Redomiciliation by way of a Scheme of Arrangement as it is a formal procedure under the Companies Act that is commonly used to carry out corporate reorganizations. If the relevant approvals are obtained from both the Shareholders and the Court, the use of a Scheme of Arrangement provides clarity to the Company and its Shareholders, as you will be bound by the Scheme regardless of whether or how you voted.
What are the steps to implement the Redomiciliation by way of a scheme of arrangement?
The particular type of scheme of arrangement Cushman Wakefield is proposing to use to implement the Redomiciliation is known as a cancellation scheme. Under a cancellation scheme, a company cancels all of its outstanding shares by way of a reduction of capital (in this case, the Cushman Wakefield Reduction of Capital). This cancellation creates a credit arising in its books of account which is capitalized (i.e., converted into share capital) with such new share capital being issued to a third party (in this case, New Cushman Wakefield). New Cushman Wakefield will be required to (and will commit to the Court that it will) issue New Cushman Wakefield Shares to you on a one-for-one basis to the Scheme Shares that you held prior to the Cushman Wakefield Reduction of Capital (subject to certain restrictions and payments in lieu of shares for Overseas Shareholders). Consequently, New Cushman Wakefield will become the parent of the Company and the Cushman Wakefield Group, and you will hold shares in New Cushman Wakefield.
You are being asked to vote on the Cushman Wakefield Reduction of Capital at the General Meeting as Scheme Resolution No. 2 as the Companies Act requires a company to obtain both the approval of at least 75 percent of the votes cast and the confirmation by the Court.
The purpose of Scheme Resolution No. 4 is to give the Board the necessary authority to allot new shares in the capital of Cushman Wakefield so as to make New Cushman Wakefield the sole shareholder of Cushman Wakefield, and therefore, the parent holding company of the Cushman Wakefield Group.
What are the conditions to completing the Redomiciliation?
The Scheme is conditional on the satisfaction (or if not satisfied, to the extent permitted by applicable law, waiver) of the Conditions, each of which needs to be satisfied (or, to the extent permitted by applicable law, waived) in order for the Scheme to be implemented, and to the further terms set forth in Part II Conditions to and Further Terms of the Scheme.
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These Conditions include, among other things: (a) the Scheme being approved by a majority in number who represent 75 percent or more in value of Cushman Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting, (b) the Scheme Resolutions being passed by the requisite majority of the Shareholders at the General Meeting, (c) the approval of the Court, and (d) receipt of any required regulatory and foreign investment approvals, including any such approvals as are customary and necessary in the context of a transaction similar to that contemplated under the Scheme, given the nature of Cushman Wakefields business. For more details, see Part II Conditions to and Further Terms of the Scheme.
Approval of each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, avote against any of the Scheme Resolutions will be a vote against the Scheme.
What are the major actions that will be performed to effect the Redomiciliation?
A timetable of the principal events that will be performed to give effect to the Redomiciliation is set forth in Expected Timetable of Principal Events.
In addition, the following diagram depicts our organizational structure before and immediately after the Scheme.
What shares will I hold after the Scheme comes into effect?
On the Effective Date, you will be issued one New Cushman Wakefield Share in exchange for each existing Cushman Wakefield Share held by you at the Scheme Record Time (subject to certain restrictions and payments in lieu of shares for Overseas Shareholders). New Cushman Wakefields shareholder register will be updated to reflect your shareholding at the Effective Date.
For more information on the issue and settlement of the New Cushman Wakefield Shares, see Part I Explanatory Statement 13. Settlement.
Do I have to pay anything to receive shares of New Cushman Wakefield in theRedomiciliation?
No. All New Cushman Wakefield Shares to be issued in the Scheme are being issued to you in exchange for your existing Cushman Wakefield Shares (subject to certain restrictions and payments in lieu of shares for Overseas Shareholders). No additional payment is required by you to effect the Scheme.
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Will the Redomiciliation dilute your economic or voting interest?
No. Your relative economic and voting interest in New Cushman Wakefield will remain the same as your relative economic and voting interest in Cushman Wakefield immediately before the Effective Date (subject to certain restrictions and payments in lieu of shares for Overseas Shareholders).
Will the Redomiciliation affect current or future operations of the Cushman Wakefield Group?
The Redomiciliation is not expected to have any material impact on the day-to-day conduct of the business of the various operating companies within the Cushman Wakefield Group. The Redomiciliation will not in and of itself result in any job losses or relocation out of the United Kingdom or any other country of existing personnel who comprise the workforce of our various operating companies. The location of our future operations will depend on the needs of our business, independent of legal domicile, as per our practice prior to the Redomiciliation.
What effect will the Scheme have on the Cushman Wakefield Equity IncentivePlans?
The Scheme will affect participants of the Cushman Wakefield Equity Incentive Plans. New Cushman Wakefield will adopt and assume each of the Cushman Wakefield Equity Incentive Plans or make other arrangements for any outstanding awards under the Cushman Wakefield Equity Incentive Plans to be exercisable for or settled in New Cushman Wakefield Shares. To the extent required, the Cushman Wakefield Equity Incentive Plans will be amended, effective at the Scheme Record Time, to provide that all outstanding awards relating to Cushman Wakefield Shares will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equivalent number of New Cushman Wakefield Shares. All such awards will otherwise generally be subject to the same terms and conditions (including the same vesting conditions and, with respect to any stock options, the same exercise price) as were applicable to such awards immediately prior to the Scheme Record Time. The Scheme will not result in a change in control for purposes of the Cushman Wakefield Equity Incentive Plans.
Cushman Wakefield will inform participants in the Cushman Wakefield Equity Incentive Plans in due course of the effect on their participation in more detail. No further awards will be granted under the Cushman Wakefield Equity Incentive Plans in respect of Cushman Wakefield Shares after the Scheme Record Time, and future awards will be granted under the similar equity incentive plans held by New Cushman Wakefield.
When does the Board expect to complete the Scheme and the Redomiciliation?
Each of the Meetings will be held on October 16 , 2025 (unless adjourned or postponed). If the Scheme is approved by the requisite vote of Shareholders at the Meetings and subject to the satisfaction (or if not satisfied, to the extent permitted by applicable law, waiver) of the Conditions, we expect to make a subsequent application to the Court for it to approve the Scheme and confirm the Cushman Wakefield Reduction of Capital. Assuming the Scheme is approved and the Cushman Wakefield Reduction of Capital is confirmed by the Court at the Court Hearing, we currently anticipate that the Scheme will become effective in the fourth quarter of 2025.
However, the Redomiciliation may be delayed or abandoned by the Board at any time prior to the Effective Date without obtaining the approval of Shareholders, even though the Scheme and the Cushman Wakefield Reduction of Capital may have been approved by Shareholders at the Meetings and approved and confirmed, respectively, by the Court at the Court Hearing, and even though all other conditions to the consummation of the Redomiciliation may have been satisfied. See Expected Timetable of Principal Events.
Can I trade my Cushman Wakefield Shares between the date of this Document and the Effective Date?
The Cushman Wakefield Shares will continue to trade on the NYSE through the close of trading on the trading day prior to the Effective Date.
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After the Redomiciliation, where will the New Cushman Wakefield Shares belisted?
It is a condition to the implementation of the Scheme that the New Cushman Wakefield Shares will be authorized for listing on the NYSE. We will submit an application to the NYSE, and, we expect on the trading day following the Effective Date, the New Cushman Wakefield Shares will be listed on the NYSE, trading under the symbol CWK, the same symbol under which the Cushman Wakefield Shares are currently trading. We have no current plans to list the New Cushman Wakefield Shares on any other securities exchange.
After the Redomiciliation, will either of Cushman Wakefield or New Cushman Wakefield continue to file annual and/or periodic reports with the SEC and the Registrar of Companies?
The Cushman Wakefield Shares are currently registered pursuant to Section 12(b) of U.S. Exchange Act and listed on the NYSE. In connection with the Redomiciliation, Cushman Wakefield will request that the NYSE file a Form 25 with the SEC to remove the Cushman Wakefield Shares from listing on the NYSE. After such Form 25 becomes effective, Cushman Wakefield will file a Form 15 with the SEC to terminate the registration of the Cushman Wakefield Shares and to suspend its related reporting obligations under Sections 13 and 15(d) of the U.S. Exchange Act.
Concurrently, pursuant to Rule 12g-3(a) promulgated under the U.S. Exchange Act, the New Cushman Wakefield Shares will be deemed registered under Section 12(b) of the U.S. Exchange Act and New Cushman Wakefield will be deemed to be the successor issuer to Cushman Wakefield.
Immediately following the Redomiciliation, New Cushman Wakefield will continue to prepare financial statements in accordance with U.S. GAAP and report in U.S. dollars and will continue to file periodic and current reports with the SEC under the U.S. Exchange Act, including reports on Forms 10-K, 10-Q and 8-K, as Cushman Wakefield currently does.
Upon completion of the Redomiciliation, New Cushman Wakefield will become the parent company of the Cushman Wakefield Group and Cushman Wakefield will become a wholly-owned, direct subsidiary of New Cushman Wakefield and will be re-registered as a private limited company . We intend to dissolve Cushman Wakefield as soon as reasonably practicable following completion of the Redomiciliation since CushmanWakefield will no longer be required as a separate legal entity. Once Cushman Wakefield has been dissolved, it will no longer be required to make filings with the Registrar of Companies in the U.K. (including a Cushman Wakefield Group U.K. annual report and financial statements prepared in accordance with IFRS). Between the Effective Date and the date of dissolution of Cushman Wakefield, Cushman Wakefield will still need to make certain filings with the Registrar of Companies, including a stand-alone U.K. annual report (but this is expected to be less extensive than the U.K. annual reports that Cushman Wakefield has been required to file while it has been a public limited company and the parent company of the Cushman Wakefield Group).
Do I need to take further action?
It is important that, for the Court Meeting in particular, as many votes as possible are cast by Shareholders so that the Court can be satisfied that there is a fair and reasonable representation of Shareholder views.
Your vote is important, regardless of the number of Cushman Wakefield Shares you own. To make sure your Cushman Wakefield Shares are represented at the applicable Meetings, please submit your proxy or your instructions to your broker, bank or other nominee as soon as possible, whether or not you plan to attend the Meetings in person.
If you are a Shareholder of record, you may submit your proxy either through the internet or by signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover in the envelope(s) provided.
If your Cushman Wakefield Shares are held in the name of a broker, bank or other nominee through the facilities of DTC, you are a beneficial owner of those Cushman Wakefield Shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Cushman Wakefield Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Cushman Wakefield Shares are voted in the way you would like at the applicable Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Cushman Wakefield Shares. If you have any questions or need assistance
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voting your Cushman Wakefield Shares, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833. Details of the deadlines for when your votes must be submitted are described in Action to be Taken.
For more details, see the letter from the Executive Vice President, Chief Legal Officer Secretary at the front of this Document and Action to be Taken.
After the Redomiciliation, what will happen to the Depositary?
Following the completion of the Redomiciliation, the depositary receipt facility managed by the Depositary holding Cushman Wakefield Shares for certain Cushman Wakefield Shareholders will continue to exist. The Depositary will be issued one New Cushman Wakefield Share for each Cushman Wakefield Share held by the Depositary at the Scheme Record Time. All outstanding depositary receipts held by beneficial holders, which currently represent Cushman Wakefield Shares, will instead represent New Cushman Wakefield Shares at and following the EffectiveDate.
The Meetings
Why are there three separate meetings of Shareholders: a Court Meeting, a General Meeting and a Shareholders Meeting?
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| A meeting convened by order of the Court to allow Scheme Shareholders to vote on the Scheme, as required under U.K. law. | A meeting to vote on four special resolutions required to approve certain other matters related to the implementation of the Scheme, as required under U.K. law. |
A meeting to vote on certain provisions proposed to be included in the New Cushman Wakefield Bye-laws, as required under applicable rules and regulations of the SEC. The vote on each of the Advisory Resolutions at the Shareholders Meeting is non-binding and advisory only and will not affect the approval of the Redomiciliation.
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Each of the Meetings is being held for different purposes and will be held on October 16 , 2025 (unless adjourned or postponed) at the same venue, one directly after the other.
The Court has convened the Court Meeting on the terms set out in this Document. The sole purpose of the Court Meeting is to seek approval of the Scheme from the Cushman Wakefield Shareholders. In order for the Scheme to be approved at the Court Meeting a majority in number who represent 75 percent or more in value held by Shareholders present and voting at such meeting, in person or by proxy, will need to vote in favor of the Scheme (assuming that a quorum is present). Because the voting requirement is determined by the number of Shareholders who are present and voting at the Court Meeting, in person or by proxy, the Scheme could be approved with the affirmative vote of less than 50 percent of the outstanding Cushman Wakefield Shares.
The General Meeting, which will be held as soon as the Court Meeting has concluded or been adjourned, is being held to enable Cushman Wakefield Shareholders to approve ancillary corporate actions required to properly implement the Scheme, namely each of the General Meeting Resolutions, which are set forth in Part I Explanatory Statement3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions General Meeting.
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The Shareholders Meeting, which will be held as soon as the General Meeting has concluded or been adjourned or postponed, is being held due to applicable rules and regulations of the SEC which require us to ask our Shareholders to vote, on a non-binding, advisory basis, on the Advisory Resolutions, which are set forth in Part I Explanatory Statement 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions ShareholdersMeeting.
If you are a Shareholder at the Voting Record Time, you are entitled and encouraged to vote, in person or by proxy at each applicable Meeting. See Action to be Taken.
Who is entitled to notice of, and to vote at, the Meetings?
Only holders of record of Cushman Wakefield Shares as of 5:00 p.m. Eastern Time on August 29 , 2025, the Notice Record Date, are entitled to notice of the Meetings or any adjournment or postponement thereof. 5:00 p.m. Eastern Time on August 29 , 2025 will also serve as the record date for determining those holders of Cushman Wakefield Shares held in street name beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman Wakefield Shares at the Meetings.
The Voting Record Time, being the record date for determining those Cushman Wakefield Shareholders who are entitled to vote their Cushman Wakefield Shares at the Meetings, will be 5:00 p.m. Eastern Time on October 6 , 2025 or, if any Meeting is adjourned or postponed by 48 hours or more, on the date that is 10 days prior to the date fixed for the adjourned or postponed Meeting, or, if Cushman Wakefield gives notice of the adjourned or postponed Meeting, and an entitlement time is specified in that notice, the time specified in that notice.
What are the total voting rights in the Company?
As of August 29 , 2025, the Notice Record Date, there were approximately 231,531,216 Cushman Wakefield Shares, outstanding and entitled to vote. Each Cushman Wakefield Share is entitled to one vote on each matter properly brought before the Court Meeting, one vote on each matter properly brought before the General Meeting and one vote on each matter properly brought before the Shareholders Meeting.
What is the quorum requirement for each Meeting?
A quorum of the applicable Shareholders is necessary to validly hold each Meeting. A quorum will be present at the Court Meeting if two or more Shareholders entitled to vote are present in person or are represented by proxy. A quorum will be present at the General Meeting if Shareholders who together represent at least the majority of the voting rights of all the Shareholders entitled to vote at the General Meeting are present in person or are represented by proxy. A quorum will be present at the Shareholders Meeting if two or more Shareholders entitled to vote are present in person or are represented by proxy.
What are the voting requirements at the Meetings?
The Scheme cannot be completed without:
| the approval of the Scheme by a majority in number who represent 75 percent or more in value of the Cushman Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting; | |
| the Scheme Resolutions being passed by 75 percent of the votes cast by Cushman Wakefield Shareholders, in person or by proxy, at the General Meeting; and | |
| the approval of the Court. |
Because the voting requirement to approve the Scheme is determined by the number of Shareholders who are present and voting at the Court Meeting, in person or by proxy, the Scheme could be approved with the affirmative vote of less than 50 percent of the outstanding Cushman Wakefield Shares.
Each of the General Meeting Resolutions other than the General Meeting Adjournment Resolution to be considered at the General Meeting is a special resolution which requires approval by at least 75 percent of the votes cast by Cushman Wakefield Shareholders, in person or by proxy. The General Meeting Adjournment Resolution is an
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ordinary resolution which requires approval by a majority of the votes cast by Cushman Wakefield Shareholders, in person or by proxy.
Each of the Advisory Resolutions to be considered at the Shareholders Meeting will be considered approved by the affirmative vote of a majority of the votes cast by the Cushman Wakefield Shareholders, in person or by proxy. However, the implementation of the Scheme is not conditional on approval of any of the Advisory Resolutions. Accordingly, a vote against any of the Advisory Resolutions will not count as a vote against the Scheme. Similarly, if any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed New Cushman Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ) if the non-binding, advisory vote in respect of such Advisory Resolution evidences substantial Shareholder opposition.
Each of the Adjournment Resolutions requires approval by a majority of the votes cast at the applicable Meeting, in person or by proxy.
Do any of the directors or executive officers of Cushman Wakefield have interests in the Scheme that may be different from, or in addition to, those of other Cushman Wakefield Shareholders?
The effect of the Scheme on the interests of the directors and executive officers in their capacity as Cushman Wakefield Shareholders will not differ from the effect of the Scheme on the interests of other Cushman Wakefield Shareholders. The directors and the executive officers of Cushman Wakefield have certain interests in the Redomiciliation that are in addition to their interests as Shareholders. For more information on these interests, seePart V Additional Information Information on the Cushman Wakefield and New Cushman WakefieldDirectors.
Do members of the Board intend to vote at the Meetings?
As of August 26 , 2025, Cushman Wakefields directors and executive officers beneficially owned in the aggregate less than one percent of the Cushman Wakefield Shares. All members of the Board and all of Cushman Wakefields executive officers have indicated to the Company that they currently intend to vote all of their Cushman Wakefield Shares FOR the Court Meeting Resolution at the Court Meeting, FOR each of the General Meeting Resolutions at the General Meeting and FOR each of the Shareholders Meeting Resolutions at the Shareholders Meeting.
Can I vote my Cushman Wakefield Shares in person at the Meetings?
All Cushman Wakefield Shareholders are invited to attend the Meetings at which they are entitled to vote in person.
If you are a Shareholder of record as of the Voting Record Time, you have the right to attend, speak and vote in person at the Meetings. Any corporation which is a Shareholder of record may by resolution of its board of directors authorize one or more persons to act as its representative(s) at the Meetings and the person(s) so authorized shall (on production of a certified copy of such resolution at the applicable Meeting) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual Shareholder of Cushman Wakefield.
Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the Meetings even if you plan to attend the Meetings in person (note that you may change your vote at the applicable Meeting).
Will there be separate Proxy Cards for each Meeting?
Yes. There will be separate Proxy Cards for the Court Meeting, the General Meeting, and the Shareholders Meeting. If you wish to vote by proxy, you should complete each applicable Proxy Card (or vote through the internet using the information on such Proxy Card) for each Meeting at which you are entitled to vote.
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If I am a Cushman Wakefield Shareholder, how do I vote?
For details on how to vote, see Action to be Taken.
If I hold my Cushman Wakefield Shares in street name through a broker, bank or other nominee, how do I vote?
For details on how to vote, see Action to be Taken.
If I give a proxy, how are my Cushman Wakefield Shares voted?
Regardless of the method you choose to appoint your proxy, the individuals named on the Proxy Card(s) enclosed or provided under separate cover (i.e., your proxies), will vote your Cushman Wakefield Shares in the way that you indicate if you validly appoint a proxy and properly specify how you want your Cushman Wakefield Shares voted. When completing the internet process or the Proxy Card for the Court Meeting, you may specify whether your Cushman Wakefield Shares should be voted for or against the Court Meeting Resolution. When completing the internet process or the Proxy Card(s) for the General Meeting or Shareholders Meeting, you may specify whether your Cushman Wakefield Shares should be voted for or against or to abstain from voting on all, some or none of the proposals to come before the General Meeting or Shareholders Meeting, as the case may be. See What happens if I do not give specific voting instructions?
What is the difference between holding ordinary shares as a Shareholder of record, as a beneficial owner or as a holder of depositary receipts?
If a Shareholder is registered on the register of members of the Company in respect of Cushman Wakefield Shares, they are considered, with respect to those Cushman Wakefield Shares, a Shareholder of record. As of August 26 , 2025, being the latest practicable date prior to publication of this Document, we had four shareholders of record, including Cede Co., the nominee for DTC, GTU Ops Inc., the nominee for Computershare Trust Company N.A., as Depositary, for Cushman Wakefield Shares that could not be deposited with DTC as of the closing of the Companys initial public offering, and certain employees of the Company.
If your Cushman Wakefield Shares are held for you in a stock brokerage account or by a broker, bank or other nominee, you are considered the beneficial owner of Cushman Wakefield Shares held in street name, and these proxy materials or a notice card are being made available or forwarded to you by your broker, bank or other nominee through whom you hold Cushman Wakefield Shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Cushman Wakefield Shares by following the instructions for voting on the voting instruction form.
If you hold depositary receipts through the Depositary, this Document is being made available or forwarded to you by the Depositary. Because each depositary receipt represents one ordinary share in Cushman Wakefield, you have the right to direct the Depositary on how to vote your depositary receipts by following the instructions provided to you by the Depositary.
In order to become a Shareholder of record of Cushman Wakefield Shares, a beneficial owner whose Cushman Wakefield Shares are deposited with DTC or are deposited with the Depositary would need to take steps to withdraw the relevant Cushman Wakefield Shares from the DTC system or the Depositarys custody, as applicable. Beneficial owners are reminded that any transfer of the Cushman Wakefield Shares out of the DTC system or the Depositary, as applicable, will generally be subject to U.K. stamp duty or SDRT at a rate of 0.5% of any consideration, which is generally payable by the transferee of the Cushman Wakefield Shares (i.e., any third party into whose name the Cushman Wakefield Shares are transferred). However, where no consideration is given for the transfer of the Cushman Wakefield Shares out of the DTC system or the Depositary, as applicable (i.e., where beneficial ownership of the Cushman Wakefield Shares is not changing and there is no third-party paying consideration for the Cushman Wakefield Shares), no charge to U.K. stamp duty or SDRT should arise. In addition, if such Cushman Wakefield Shares are subsequently redeposited into the DTC system, the redeposit will attract U.K. stamp duty or SDRT at a higher 1.5% rate.
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What happens if I do not give specific voting instructions?
If you are a registered Shareholder and you validly appoint a proxy for the Court Meeting but do not specify how you want to vote your Cushman Wakefield Shares at the Court Meeting, your proxy will be invalid, and your Cushman Wakefield Shares will not be voted at the Court Meeting.
If you are a registered Shareholder and you validly appoint a proxy for the General Meeting but do not specify how you want to vote your Cushman Wakefield Shares at the General Meeting, the proxy holder will vote or abstain from voting your Cushman Wakefield Shares on the General Meeting Resolutions at his or her discretion.
In addition, with respect to the General Meeting, if any other matters (other than the General Meeting Resolutions described herein and related procedural matters) properly come before the General Meeting, the proxy holder will have the authority to vote or abstain from voting your Cushman Wakefield Shares on those matters in his or her discretion. The Board currently does not know of any matters to be raised at the General Meeting other than the General Meeting Resolutions described herein and related procedural matters.
If you are a registered Shareholder and you validly appoint a proxy for the Shareholders Meeting but do not specify how you want to vote your Cushman Wakefield Shares at the Shareholders Meeting, the proxy holder will vote or abstain from voting your Cushman Wakefield Shares on the Shareholders Meeting Resolutions at his or herdiscretion.
In addition, with respect to the Shareholders Meeting, if any other matters (other than the Shareholders Meeting Resolutions described herein and related procedural matters) properly come before the Shareholders Meeting, the proxy holder will have the authority to vote or abstain from voting your Cushman Wakefield Shares on those matters in his or her discretion. The Board currently does not know of any matters to be raised at the Shareholders Meeting other than the Shareholders Meeting Resolutions described herein and related procedural matters.
If you appoint the default proxy nominated on the Proxy Card(s) (being Michelle MacKay, or failing her, Noelle Perkins, or failing her, Steven Belew) and do not direct him or her how to vote your Cushman Wakefield Shares at the General Meeting or Shareholders Meeting, the default proxys current intention is to vote in favor of each of the Resolutions at the General Meeting and Shareholders Meeting.
If you are a beneficial owner, your broker, bank or other nominee will be permitted to vote your Cushman Wakefield Shares held in street name on any proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks and other nominees have the discretion to vote your Cushman Wakefield Shares only on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your Cushman Wakefield Shares with respect to such matters. The proposals to be voted upon by our Shareholders described in this Document (other than the Adjournment Resolutions) are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your Cushman Wakefield Shares.
What are broker non-votes and how are they treated?
If a broker, bank or other nominee of a Shareholder does not have discretionary authority to vote those Cushman Wakefield Shares on any proposal, or if those Cushman Wakefield Shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to any proposal, those Cushman Wakefield Shares are considered broker non-votes with respect to such proposal and will not be voted, but will be counted for purposes of determining whether a quorum is present at the General Meeting and the Shareholders Meeting.
However, such broker non-votes will not be counted for purposes of determining whether there is a quorum at the Court Meeting for purposes of voting on the Scheme, or for purposes of determining the requisite majorities for any of the Resolutions. Under NYSE Rule 452 all of the Resolutions are considered non-routine matters and therefore, broker non-votes will not be counted as for or against any of the Resolutions.
How are abstentions treated?
You may not abstain on the Court Meeting Resolution. An abstention on any General Meeting Resolution or any Shareholders Meeting Resolution has the effect of a vote not being cast with respect to the applicable Cushman Wakefield Shares in relation to that proposal. Although considered present for purposes of the applicable quorum requirement at the General Meeting or the Shareholders Meeting, such Cushman Wakefield Shares will not be considered when determining whether the proposal has received the required approval.
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Can I change my vote and/or revoke my proxy?
Yes. For details on how to change your vote and/or revoke your proxy, see Action to be Taken.
Where can I find the voting results of the Meetings?
We will announce the preliminary voting results at each Meeting. We will post the final results of voting at each Meeting on our website promptly after the Meetings. We will also report the final results in a Current Report on Form 8-K that we will file with the SEC. All reports Cushman Wakefield files with the SEC are publicly available when filed; for more information, see Part V Additional Information Where You Can Find More Information.
How are joint holders treated?
In the case of joint holders of Cushman Wakefield Shares, the vote of the senior holder who tenders a vote, whether at any of the Meetings, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in Cushman Wakefields register of members in respect of the joint holding.
Who should I contact with questions?
If you have read this Document and still have questions, contact the Shareholder Helpline. You may call the Cushman Wakefield Investor Relations team by telephone at +1 312 338-7860 or by e-mail at ir@cushwake.com or contact the Proxy Solicitor at +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
Tax Matters
Will I have to pay any tax as a result of the Scheme?
Cushman Wakefield Shareholders should not generally recognize any gain or loss for U.K. income tax and corporation tax purposes solely as a result of the Redomiciliation.
Holders of Cushman Wakefield Shares should not generally recognize any gain or loss for Bermuda tax purposes solely as a result of the Redomiciliation.
U.S. Holders and non-U.S. Holders should not recognize any gain or loss for U.S. federal income tax purposes solely as a result of the exchange of Cushman Wakefield Shares for New Cushman Wakefield Shares in the Redomiciliation.
Details of the U.K., Bermuda and U.S. federal income tax treatment of Shareholders arising under the Scheme are set forth in Part IV Taxation. This summary is intended only as a general guide. Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized above may not apply to all Cushman Wakefield Shareholders and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Cushman Wakefield Shares in light of your particular situation.
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ACTION TO BE TAKEN |
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If you are a Shareholder of record, then, after carefully reading and considering the information contained in this Document, you should complete, sign, date and return the applicable Proxy Card(s) enclosed or provided under separate cover by mail, or vote through the internet, in each case, as soon as possible so that your Cushman Wakefield Shares are represented and voted at the Meetings. Instructions for voting through the internet are printed on the Proxy Card(s).
In order to vote through the internet, have your Proxy Card(s) available so you can input the required information from the Proxy Card(s), and log onto the internet website address shown on the Proxy Card(s). When you log onto the internet website address, you will receive instructions on how to submit your proxy to vote your Cushman Wakefield Shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each Shareholder separately. Voting through the internet will be voting by proxy.
Please note that you need to return separate Proxy Cards for the Court Meeting, the General Meeting and the Shareholders Meeting.
If you do not appoint a proxy and you do not attend the Meetings in person at which you are entitled to vote, your Cushman Wakefield Shares will not be counted towards the quorum and will not be considered when determining whether the Scheme, any General Meeting Resolution or any Shareholders Meeting Resolution has received the required approval.
All Cushman Wakefield Shareholders are invited to attend the Meetings at which they are entitled to vote in person. If you are a Shareholder of record as of the Voting Record Time, you have the right to attend, speak and vote in person at the Meetings. Any corporation which is a Shareholder of record may by resolution of its board of directors authorize one or more persons to act as its representative(s) at the Meetings and the person(s) so authorized shall (on production of a certified copy of such resolution at the applicable Meeting) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual Shareholder of Cushman Wakefield.
Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the Meetings even if you plan to attend the Meetings in person (note that you may change your vote at the applicable Meeting).
It is important that as many votes as possible are cast by Shareholders so that the Court can be satisfied that there is a fair and reasonable representation of Shareholder views. Your vote is important, regardless of the number of Cushman Wakefield Shares you own. To make sure your Cushman Wakefield Shares are represented at the Meetings, please submit your proxy as soon as possible, whether or not you plan to attend the Meetings in person. You may submit your proxy either through the internet or by signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover in the envelope(s) provided. If you have any questions or need assistance voting your Cushman Wakefield Shares, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
To be valid, the submission of a proxy via the internet must be received by 7:00 p.m. Eastern Time, on October 15 , 2025.
Shareholders who wish to appoint a proxy by using paper Proxy Card(s) may do so by completing and signing the applicable Proxy Card(s) and returning them in accordance with the instructions printed on them, so as to be received by 7:00 p.m. Eastern Time, on October 15 , 2025.
In the event that any Meeting is adjourned or postponed, the applicable Proxy Card(s) must be received by 7:00p.m. Eastern Time on the day before the date fixed for the adjourned or postponed Meeting.
The Proxy Card (labelled Court Meeting) for the Court Meeting, if not received by 7:00 p.m. Eastern Time, on October 15 , 2025 (or, if the Court Meeting is adjourned, by 7:00 p.m. Eastern Time on the day before the date fixed for the adjourned Court Meeting), may be handed to the chair of the Court Meeting before the start of the Court Meeting. If the Proxy Cards (labelled General Meeting or Shareholders Meeting) for the applicable Meeting are not returned by the specified time, they will be invalid.
DTC Participants
For DTC participants holding Cushman Wakefield Shares, Cede Co., the nominee for DTC, is considered the Shareholder of record. DTC participants who have been appointed as proxies by Cede Co. may appoint substitute proxies by signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover or in such other form (including electronically) as Cushman Wakefield may permit.
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Beneficial Owners of Shares
If your Cushman Wakefield Shares are held in the name of a broker, bank or other nominee, you are a beneficial owner of the Cushman Wakefield Shares held in street name and this Document is being made available or forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Cushman Wakefield Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Cushman Wakefield Shares are voted in the way you would like at the meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Cushman Wakefield Shares.
If you are a beneficial owner, you may not attend the Meetings in person or vote your Cushman Wakefield Shares held in street name unless you obtain a proxy from your broker, bank or other nominee that holds the Cushman Wakefield Shares, which gives you the right to attend the Meetings in person and vote the Cushman Wakefield Shares at the applicable Meeting.
Holders through the Depositary
If you hold depositary receipts through the Depositary, this Document is being made available or forwarded to you by the Depositary. Because each depositary receipt represents one ordinary share in Cushman Wakefield, you have the right to direct the Depositary on how to vote your depositary receipts by following the instructions provided to you by the Depositary.
Solicitation of Proxies and Voting Instructions
We have retained the Proxy Solicitor to assist in the solicitation of proxies for a fee of US$40,000 (plus expenses). In addition to solicitations by mail, proxies also may be solicited personally, or by telephone or electronic means by our directors, officers and other employees of Cushman Wakefield, without additional compensation, as well as by employees of the Proxy Solicitor. Cushman Wakefield will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials and other Shareholder materials to the beneficial owners of Cushman Wakefield Shares where those owners request such materials.
Cushman Wakefield will pay the cost of soliciting proxies.
Changing or Revoking Your Proxy Instructions
You may revoke (i.e., terminate) your proxy prior to its exercise at the Meetings by delivering a signed notice of revocation or a later-dated signed Proxy Card(s). Any written notice of revocation or subsequent Proxy Card(s) should be sent or hand delivered so as to be received at Proxy Services c/o Computershare Investor Services, PO Box 43101, Providence, RI 02040-5067 by 7:00 p.m. Eastern Time on October 15 , 2025 (or, in the event that any Meeting is adjourned or postponed, by 7:00 p.m. Eastern Time on the day before the date fixed for the adjourned or postponed Meeting) or in relation to a proxy for the Court Meeting only, provided by hand to the chair of the Court Meeting at or before the start of the Court Meeting. Any revocation of votes submitted via the internet must be submitted by the same method as the corresponding votes, not later than 7:00 p.m. Eastern Time on October 15 , 2025 (or, in the event that any Meeting is adjourned or postponed, by 7:00 p.m. Eastern Time on the day before the date fixed for the adjourned or postponed Meeting). Attendance at any of the Meetings will not in itself constitute the revocation of a proxy. However, if you attend and vote in person at any of the Meetings, this will supersede any previously submitted proxy.
If you hold your Cushman Wakefield Shares in street name beneficially through a broker, bank or other nominee and want to change your vote, follow the voting instruction form provided by your broker, bank or other nominee.
If you have any questions about voting or attending the Meetings, contact the Shareholder Helpline. You may call the Cushman Wakefield Investor Relations team by telephone at +1 312 338-7860 or by e-mail at ir@cushwake. com or contact the Proxy Solicitor at +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
If you hold depositary receipts through the Depositary and you would like to change your vote or you have any question about voting or attending the Meetings, you should contact the Depositary.
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All Cushman Wakefield Shares that have been properly voted and not revoked will be counted at the applicableMeeting.
Incomplete Instructions and Abstention
If you are a registered Shareholder and you validly appoint a proxy for the Court Meeting but do not specify how you want to vote your Cushman Wakefield Shares at the Court Meeting, your proxy will be invalid, and your Cushman Wakefield Shares will not be voted at the Court Meeting.
If you are a registered Shareholder and you validly appoint a proxy for the General Meeting but do not specify how you want to vote your Cushman Wakefield Shares at the General Meeting, the proxy holder will vote or abstain from voting your Cushman Wakefield Shares on the General Meeting Resolutions at his or her discretion.
In addition, with respect to the General Meeting, if any other matters (other than the General Meeting Resolutions described herein and related procedural matters) properly come before the General Meeting, the proxy holder will have the authority to vote or abstain from voting your Cushman Wakefield Shares on those matters in his or her discretion. The Board currently does not know of any matters to be raised at the General Meeting other than the General Meeting Resolutions described herein and related procedural matters.
If you are a registered Shareholder and you validly appoint a proxy for the Shareholders Meeting but do not specify how you want to vote your Cushman Wakefield Shares at the Shareholders Meeting, the proxy holder will vote or abstain from voting your Cushman Wakefield Shares on the Shareholders Meeting Resolutions at his or herdiscretion.
In addition, with respect to the Shareholders Meeting, if any other matters (other than the Shareholders Meeting Resolutions described herein and related procedural matters) properly come before the Shareholders Meeting, the proxy holder will have the authority to vote or abstain from voting your Cushman Wakefield Shares on those matters in his or her discretion. The Board currently does not know of any matters to be raised at the Shareholders Meeting other than the Shareholders Meeting Resolutions described herein and related procedural matters.
If you appoint the default proxy nominated on the Proxy Card(s) (being Michelle MacKay, or failing her, NoellePerkins, or failing her, Steven Belew) and do not direct him or her how to vote your Cushman Wakefield Shares at the General Meeting or Shareholders Meeting, the default proxys current intention is to vote in favor of each of the Resolutions at the General Meeting and Shareholders Meeting.
You may abstain from voting on any General Meeting Resolution or Shareholders Meeting Resolution by choosing ABSTAIN when voting through the internet or by returning the applicable Proxy Card or by following instructions from your broker, bank or other nominee. An abstention on any General Meeting Resolution or Shareholders Meeting Resolution has the effect of a vote not being cast with respect to the applicable Cushman Wakefield Shares in relation to that proposal. Although considered present for purposes of the applicable quorum requirement at the General Meeting or the Shareholders Meeting, such Cushman Wakefield Shares will not be considered when determining whether the proposal has received the required approval.
If you are a beneficial owner, your broker, bank or other nominee will be permitted to vote your Cushman Wakefield Shares held in street name on any proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks and other nominees have the discretion to vote your Cushman Wakefield Shares only on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your Cushman Wakefield Shares with respect to such matters. The proposals to be voted upon by our Shareholders described in this Document (other than the Adjournment Resolutions) are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your Cushman Wakefield Shares.
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EXPECTED TIMETABLE OF PRINCIPAL EVENTS |
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| Event | Expected Date Time | |
| Record date for determining those holders of record of Cushman Wakefield Shares who are entitled to notice of the applicable Meetings ( Notice Record Date ) and those holders of Cushman Wakefield Shares held in street name beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman Wakefield Shares | 5:00 p.m. Eastern Time on August 29 , 2025 | |
| Mailing of this Document | September 4 , 2025 | |
| Voting Record Time | 5:00 p.m. Eastern Time on October 6 , 2025 (1) | |
| Latest time for Proxy Cards for each of the Court Meeting, the General Meeting and the Shareholders Meeting to be received | 7:00 p.m. Eastern Time on October 15 , 2025 (2) | |
| Court Meeting | 10:00 a.m. Eastern Time on October 16 , 2025 | |
| General Meeting | 10:15 a.m. Eastern Time on October 16 , 2025 (3) | |
| Shareholders Meeting | 10:30 a.m. Eastern Time on October 16 , 2025 (4) | |
| The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, the date on which the Court sanctions the Scheme and the date on which the Court Order is delivered to the Registrar of Companies | ||
| Court Hearing to approve the Scheme and confirm the Cushman Wakefield Reduction of Capital | a date as soon as reasonably practicable after the satisfaction (or, if applicable, waiver) of the Conditions (other than any Conditions which are capable of being satisfied only upon or following the Scheme being sanctioned) ( D ) (5) | |
| Scheme Record Time | 5:00 p.m. Eastern Time on D+1 Business Day (5) | |
| Last time of trading in and for registration of transfers, and for disablement in DTC, of Cushman Wakefield Shares; Cushman Wakefield Shares removed from listing | 5:00 p.m. Eastern Time on D+1 Business Day (5) | |
| Effective Date | D+2 Business Days (5) | |
| Cancellation of Cushman Wakefield Shares; issue of New Cushman Wakefield Shares | Effective Date (5)(6) | |
| Listing and commencement of trading in New Cushman Wakefield Shares; crediting of New Cushman Wakefield Shares to DTC accounts | Market open on the Business Day after the Effective Date (5) | |
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(1)
If the Court Meeting, the General Meeting or the Shareholders Meeting, as the case may be, is adjourned or postponed (as applicable) by 48 hours or more, the Voting Record Time will be close of business on the date that is 10 days prior to the date fixed for the adjourned or postponed (as applicable) Court Meeting, General Meeting or Shareholders Meeting, as the case may be, or, if the Company gives notice of the adjourned or postponed (as applicable) Court Meeting, General Meeting or Shareholders Meeting, as the case may be, and an entitlement time is specified in that notice, the time specified in that notice. |
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(2)
The Proxy Card (labelled Court Meeting) for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, by 7:00 p.m. Eastern Time on the day before the date fixed for the adjourned Court Meeting), may be handed to the chair of the Court Meeting before the start of the Court Meeting. If the Proxy Cards (labelled General Meeting or Shareholders Meeting) for the applicable Meeting are not returned by the specified time, they will be invalid. See Action to be Taken.
(3)
Or as soon thereafter as the Court Meeting shall have concluded or adjourned.
(4)
Or as soon thereafter as the General Meeting shall have concluded or adjourned or postponed.
(5)
These times and dates are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, the date on which the Court sanctions the Scheme and the date on which) the Court Order is delivered to the Registrar of Companies.
(6)
The Effective Date of the Scheme is expected to be in the fourth quarter of 2025. |
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RISK FACTORS |
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If we were to issue preference shares following adoption of the New Cushman Wakefield Bye-laws, they may have rights, preferences and privileges that adversely affect the New Cushman Wakefield Shares or our other securities.
If the New Cushman Wakefield Bye-laws are adopted, the Company will be authorized to issue preference shares, with such rights, preferences and privileges as may be determined from time-to-time by the New Cushman Wakefield Board. The New Cushman Wakefield Board would be empowered, without Shareholder approval, to issue preference shares in one or more series, and to determine for any series the terms of any such series, including, but not limited to: (a) the designation of each class or series and the number of shares that will constitute each such class or series, (b) the maturity date, if any, and the dividend rate and payment schedule, if any, for each class or series, (c) the price at which, and the terms and conditions on which, the shares of each class or series may be redeemed, if such shares are redeemable, (d) the terms and conditions, if any, upon which shares of each class or series may be converted into shares of other classes or series of shares of New Cushman Wakefield, or other securities, (e)the voting rights, if any, of such class or series, including any voting rights with respect to the election of directors, and (f) the preferences and relative, participating, optional, liquidation, pre-emption or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such class or series.
No preference shares are presently issued and outstanding and we have no immediate plans to issue preference shares. The issue of preference shares, depending on the rights, preferences and privileges attributable to the preference shares, could adversely reduce the voting rights and powers of the New Cushman Wakefield Shares and the portion of our assets allocated for distribution to our Shareholders in a liquidation event, and could also result in dilution in the net book value per share of the New Cushman Wakefield Shares. The preference shares could also be utilized, under certain circumstances, as a method for raising additional capital. If the New Cushman Wakefield Bye-laws are adopted, we cannot assure you that we will not, under certain circumstances, issue preference shares. However, the New Cushman Wakefield Board will not use its power to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders.
If the Court does not approve the Scheme, Cushman Wakefield will be unable to effect the Redomiciliation.
We cannot proceed with the Redomiciliation unless the Court approves the Scheme after conducting the Court Hearing. Assuming that the Court Meeting is conducted in accordance with the Courts order and that the Shareholders approve the Scheme by the vote required by the Companies Act, we are not aware of any reason why the Court would not approve the Scheme. Nevertheless, the Courts approval is a matter for its discretion and there can be no assurance if or when such approval will be obtained.
If the Court does not approve the Scheme, Cushman Wakefield will be unable to effect the Redomiciliation as contemplated under the Scheme (even if the Shareholders have approved all proposals necessary to effect the Scheme). In addition, the Court may impose such conditions, modifications or amendments as it deems appropriate in relation to the Scheme, but may not impose any material changes without the consent of both Cushman Wakefield and New Cushman Wakefield. If such conditions, modifications or amendments are imposed, Cushman Wakefield will be unable to effect the Redomiciliation without amending the Scheme, which, depending on the nature of such conditions, modifications or amendments, might require new Shareholder approvals. In addition, it is likely that Cushman Wakefield may determine to terminate the Scheme and not proceed with the Redomiciliation if any condition, modification or amendment is imposed on us that is adverse to Cushman Wakefield.
The market price, trading volume and volatility for the New Cushman Wakefield Shares may differ from those for the Cushman Wakefield Shares.
The New Cushman Wakefield Shares will be listed on the NYSE, trading under the symbol CWK, the same symbol under which the Cushman Wakefield Shares are currently trading. We have no current plans to list the New Cushman Wakefield Shares on any other securities exchange. However, the market price, trading volume and volatility of the New Cushman Wakefield Shares could be different than those of the Cushman Wakefield Shares, in which case your ability to sell or transfer your New Cushman Wakefield shares may be more limited than your ability to sell or transfer your Cushman Wakefield Shares.
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The Board may choose to delay or abandon the Scheme and the Redomiciliation at any time prior to the Effective Date.
The Board may delay or abandon the Scheme and the Redomiciliation for any reason or at any time, including after Shareholder approval has been obtained at the Meetings. While we currently expect to complete the Redomiciliation as soon as practicable after the Court Hearing, the Board may delay the Redomiciliation for a significant time or may abandon the Redomiciliation because, among other reasons, the Board believes the Redomiciliation is no longer in the best interests of Cushman Wakefield or the Shareholders or may not result in the benefits we expect, or our estimated cost of the Redomiciliation increases. Additionally, we may not be able to obtain the requisite Shareholder or Court approvals to effect the Redomiciliation.
Certain transactions with directors of New Cushman Wakefield will not be subject to Shareholder approval.
Under the Companies Act, certain transactions, including loans, guarantees and substantial property transactions (i.e., transactions involving the acquisition of substantial non-cash assets) between a U.K. company and its directors or any person connected to a director require shareholder approval before the company may implement such transactions. Bermuda law also requires shareholder approval (subject to certain limited exceptions) where a company proposes to make a loan or provide a guarantee or other security to any person who is a director of the company or a director of its holding company (and to certain of such directors connected persons) but does not require shareholder approval of substantial property transactions. Such shareholder approval provisions are also uncommon in U.S. public company organizational documents and certain transactions (such as certain loans by a company to its directors) are prohibited under U.S. securities laws, which the Company is governed by. Following completion of the Redomiciliation, New Cushman Wakefield will continue to be subject to SEC and NYSE requirements with respect to related party transactions as if it were a U.S. domestic issuer. This includes NYSE listing requirements that transactions between New Cushman Wakefield and its directors or officers be entered into only in compliance with New Cushman Wakefields written Related Party Transaction Policies and the NYSE Shareholder Approval Rule, which requires shareholder approval for certain transactions between New Cushman Wakefield and its directors. SEC disclosure requirements for related party transactions will continue to apply to New Cushman Wakefield as well. See Part I Explanatory Statement 3.Meetings and Consents for Implementation of the Proposal and Advisory Resolutions Shareholders Meeting.
Risks Relating to Regulation, Taxation and Structure
Legislation enacted in Bermuda as to economic substance may affect ouroperations.
Pursuant to the ES Act that came into force on January 1, 2019, a registered entity other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda that carries on as a business any one or more of the relevant activities referred to in the ES Act must comply with economic substance requirements. The ES Act will require in-scope Bermuda entities which are engaged in such relevant activities to be directed and managed in Bermuda, have an adequate level of qualified employees in Bermuda, incur an adequate level of annual expenditure in Bermuda, maintain physical offices and premises in Bermuda and perform core income-generating activities in Bermuda. The list of relevant activities includes carrying on any one or more of banking, insurance, fund management, financing, leasing, headquarters, shipping, distribution and service center, intellectual property and holding entities.
To the extent New Cushman Wakefield is conducting a relevant activity, we believe it will be the relevant activity of a holding entity within the meaning of the ES Act. On this basis, New Cushman Wakefield should be subject to only minimum economic substance requirements under the ES Act and related regulations. However, if New Cushman Wakefield is deemed to be carrying on another relevant activity within the meaning of the ES Act, other than that of a holding entity, New Cushman Wakefield may be required to increase its substance in Bermuda in response to requirements imposed by the ES Act and related regulations. If this were the case, this could result in additional costs that could adversely affect New Cushman Wakefields financial condition or results of operations.
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New Cushman Wakefield may have future exposure to changes in its tax residency.
New Cushman Wakefield intends to conduct its affairs so that it is resident for tax purposes solely in Bermuda. It is possible that in the future, whether as a result of a change in law or the practice of any relevant tax authority, or as a result of any change in the conduct of New Cushman Wakefields affairs following a review by its directors or for any other reason, New Cushman Wakefield could become, or be regarded as having become, tax resident or otherwise subject to tax in a jurisdiction other than Bermuda. In such an event, New Cushman Wakefield may have exposure related to unexpected tax liabilities that would have an adverse effect.
Bermudas limited network of international tax treaties may present an incremental tax risk to New Cushman Wakefield, its subsidiaries and their cash flow.
Following the Redomiciliation, New Cushman Wakefield will be our parent holding company, and Cushman Wakefield will be its direct subsidiary. New Cushman Wakefield will be a Bermuda exempted company intended to be tax resident solely in Bermuda, while Cushman Wakefield is a company incorporated in England and Wales and is tax resident in the United Kingdom. Unlike the United Kingdom, which has a wide network of income tax treaties, Bermuda has no comprehensive income tax treaties and only a very limited number of special purpose tax treaties. Following the Redomiciliation, certain tax treaty benefits may or will not be available with respect to various intercompany distributions and other intercompany transactions or dispositions that would otherwise be available to minimize or eliminate withholding and other taxes if Cushman Wakefield remained our parent holding company. This could adversely impact our ability to make intercompany distributions or engage in other intercompany transactions.
Future changes to tax laws could adversely affect New Cushman Wakefield.
The Parliament of the United Kingdom, the European Union, the OECD, the U.S. Congress and other government agencies in jurisdictions where New Cushman Wakefield and its affiliates will do business have, in recent times, focused extensively on issues related to the taxation of multinational corporations. As a result, U.K. and U.S. tax laws, as well as tax laws in other countries in which New Cushman Wakefield and its affiliates will do business, could change on a prospective or retroactive basis, and any such changes could adversely affect New Cushman Wakefield and its affiliates.
Specifically, further changes in the tax laws of the various foreign jurisdictions in which we operate could arise as a result of the BEPS project undertaken by the OECD. The OECD represents a coalition of member countries that encompass most of the jurisdictions in which we operate. In October 2021, the OECD announced the OECD/G20 Inclusive Framework of Base Erosion and Profit Shifting, which agreed to a two-pillar solution to reform international taxation. Pillar Two establishes a global minimum tax regime through a series of interlocking rules that would apply when a countrys income tax rate is below 15%. In response to Pillar Two, a 15% corporate income tax was introduced in Bermuda in 2023 pursuant to the CITA of Bermuda and became fully effective on January 1, 2025. The 15% corporate income tax is applicable to Bermuda business entities that, with respect to any fiscal year beginning on or after January 1, 2025, are part of certain multinational enterprise groups with annual revenue of EUR 750 million or more in the consolidated financial statements of the ultimate parent entity for at least two of the four fiscal years immediately preceding such fiscal year. Most other jurisdictions in which we operate have also introduced legislation to implement Pillar Two. These developments could adversely affect our financial position through increasing our tax liabilities.
Further, the BEPS project, as well as legislative changes in many countries, has resulted in various initiatives that require the sharing of company financial and operational information with taxing authorities on a local or global basis. This may lead to greater audit scrutiny of profits earned in other countries as well as disagreements between jurisdictions associated with the proper allocation of profits between jurisdictions.
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The effect of Bermudas commitment to the OECD to eliminate harmful tax practices is uncertain and could adversely affect New Cushman Wakefields Bermuda tax status.
The CITA implements a new corporate tax regime within the scope of BEPS, under which participating jurisdictions agree to initiate a global minimum tax on certain Bermuda businesses forming part of certain large multi-national groups.
Subject to any available tax credits or other adjustments under CITA, a corporate income tax of 15% will be chargeable to certain Bermuda entities in respect of each fiscal year, beginning on January 1, 2025, on the net taxable income of any such entity incorporated or formed, or which has a fixed place of business, in Bermuda, if such entity forms part of any group of entities affiliated through controlling interests having at least one entity or permanent establishment that is not located in the jurisdiction of the ultimate parent entity, where such group has an annual revenue of at leastEUR 750million in the consolidated financial statements (consolidated on a line-by-line basis) of the ultimate parent entity in at least two of the four fiscal years immediately preceding such fiscal year.
New Cushman Wakefield intends to obtain an assurance from the Minister of Finance of Bermuda under the EUTPA that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to New Cushman Wakefield or to any of its operations or shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by New Cushman Wakefield in respect of real property owned or leased by it in Bermuda. However, the CITA provides that any applicable liability for tax chargeable pursuant to the CITA shall apply notwithstanding any assurance given pursuant to the EUTPA. As a result, there may be adverse tax consequences insofar as the CITA applies to New Cushman Wakefield or to any of its operations or shares, debentures or other obligations.
Certain holders may be liable for U.K. corporation tax on distributions received in respect of New Cushman Wakefield Shares.
U.K. holders that are small companies for the purposes of Chapter 2 of Part 9A of the CTA will be liable for U.K. corporation tax on distributions received in respect of New Cushman Wakefield Shares. For more information see, Part IV Taxation Material U.K. Tax Consequences New Cushman Wakefield Shares Taxation of DividendsCorporate Holders.
U.S. investors may have difficulty enforcing judgments against New Cushman Wakefield, its directors and its officers.
New Cushman Wakefield will be a Bermuda exempted company limited by shares. As a result, the rights of New Cushman Wakefield Shareholders will be governed by Bermuda law, the New Cushman Wakefield Memorandum of Association and the New Cushman Wakefield Bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Further, it may also be difficult for investors to enforce judgments obtained in U.S. or U.K. courts based on the civil liability provisions of English laws and the U.S. securities laws against New Cushman Wakefield or its directors and officers.
We have been advised by our Bermuda counsel that there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in Bermuda against New Cushman Wakefield or its directors and officers depends on whether the U.S. court that entered the judgment is recognized by a Bermuda court as having jurisdiction over New Cushman Wakefield or its directors and officers, as determined by reference to Bermuda conflict of law rules.
In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. We have been advised that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, is unlikely to be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they are likely to be contrary to Bermuda public policy. Further, it may not be possible to pursue direct claims in Bermuda against New Cushman Wakefield or its directors and officers for alleged violations of U.S. federal securities laws because these laws are unlikely to have extraterritorial
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effect and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on New Cushman Wakefield or its directors and officers if the facts alleged and proved in the Bermuda proceedings constitute or give rise to a cause of action under the applicable governing law, not being a foreign public, penal or revenue law.
The New Cushman Wakefield Bye-laws restrict Shareholders from bringing certain legal actions against our officers and directors.
The New Cushman Wakefield Bye-laws contain customary provisions for the indemnification and protection of directors and officers, including a waiver by Shareholders for any claim or right of action a Shareholder might have (whether individually or by or in the right of the company) against any director or officer of the company arising from any action or inaction by such director or officer in the performance of his or her duties for New Cushman Wakefield, but excluding any claim or right of action arising out of the fraud or dishonesty of such person or to recover any gain, personal profit or advantage. Consequently, this waiver limits the right of Shareholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty or a gain, personal profit or advantage to which such director or officer is not legally entitled.
Ownership and transfer of the New Cushman Wakefield Shares could be restricted if the New Cushman Wakefield Shares are delisted from the NYSE.
The New Cushman Wakefield Shares may be offered or sold in Bermuda only in compliance with the provisions of the Bermuda Companies Act and the Investment Business Act 2003 of Bermuda, which regulates the sale of securities in Bermuda. In addition, the BMA must approve all issues and transfers of shares of a Bermuda exempted company limited by shares. However, the BMA has, pursuant to its statement of June 1, 2005, given its general permission under the Exchange Control Act and related regulations for the issue and free transfer of New Cushman Wakefield Shares to and among persons who are non-residents of Bermuda for exchange control purposes as long as New Cushman Wakefield Shares are listed on an appointed stock exchange, which includes the NYSE. This general permission would cease to apply if none of the New Cushman Wakefield Shares were to be listed on the NYSE or another appointed stock exchange.
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PART I |
|
EXPLANATORY STATEMENT |
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In response to Shareholder feedback, we are revising some of the governance provisions that were previously contemplated. In particular, we are no longer proposing that Shareholders can only remove directors between annual meetings for cause or that certain business combinations not supported by the Board are subject to supermajority shareholder approval requirements. In addition, the NewCushman Wakefield Board will not use its power to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders.
Under our revised proposals and applicable governance rules, Shareholders will benefit from:
| the declassification of the Board, allowing Shareholders to vote on the election of directors on an annual basis, which would be phased in over a three-year period; | |
| the continued ability for Shareholders to remove directors between annual meetings via Shareholder resolution for any reason, which together with the declassification of the Board will allow Shareholders to hold all directors accountable; | |
| the removal of supermajority voting requirements to (i) amend our governing documents and (ii) effect certain business combinations; and | |
| a commitment that the Board will not issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders. |
In addition, we will continue to have in place robust protections in relation to related party transactions through (a)the continued application of NYSE and SEC rules, which require Shareholder approval for and/or restrict certain transactions with directors, officers or substantial Shareholders, (b) our written Related Party Transaction Policies, which is guided by NYSE and SEC rules and regulations, and (c) applicable Bermuda law.
The decision to pursue the Redomiciliation is the result of an extensive review process that took approximately 18months. During this process, the Board considered five different jurisdictions (United States (including Delaware), Cayman Islands, Jersey (Channel Islands), Ireland and Luxembourg), assessing each one on a number of different factors. Following rigorous analysis, the Board selected Bermuda as the jurisdiction it believed offered Cushman Wakefield and Shareholders the best balance in terms of economic savings, efficiencies from reduced administrative burden, reliability, tax neutrality, risk, feasibility and facilitation and creation of long-term shareholder value. After a comprehensive evaluation of the potential implications of relocating to the United States (e.g., Delaware), that option was ultimately set aside due to the overall cost considerations, including a material tax impact that would have made the move economically unfeasible and detrimental to Shareholders. Similarly, the Board determined that the other jurisdictions analyzed did not provide the same overall advantages and benefits to the Company andShareholders as Bermuda.
We believe the Redomiciliation will not have any material impact on the day-to-day conduct of the business of the various operating companies within the Cushman Wakefield Group. The Redomiciliation will not in and of itself result in any job losses or relocation out of the United Kingdom or any other country of existing personnel who comprise the workforce of our various operating companies. The location of our future operations will depend on the needs of our business, independent of legal domicile, as per our practice prior to the Redomiciliation.
The Scheme requires:
| the approval of the Scheme by a majority in number who represent 75 percent or more in value of the Cushman Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting; | |
| the Scheme Resolutions being passed by 75 percent of the votes cast by Cushman Wakefield Shareholders, in person or by proxy, at the General Meeting; and | |
| the approval of the Court. |
Your attention is drawn to the letter from Michelle MacKay, Chief Executive Officer and the letter from Noelle Perkins, Executive Vice President, Chief Legal Officer Secretary, each of which appears earlier in this Document and forms part of this Explanatory Statement. The letters contain, among other things: (a)information on the background to and reasons for the Redomiciliation, and (b) the actions to be taken by you, including how to make sure your vote is counted at the Meetings.
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Key Legal Differences and Expected Benefits of Change in Domicile
Below is a summary of certain key differences between English and Bermuda law and the applicable provisions in the Articles and the NewCushman Wakefield Bye-laws, and the related benefits we hope to realize by effecting the Redomiciliation through the Scheme. Please also see Part V Additional Information Comparison of the Rights of Cushman Wakefield Shareholders and NewCushman Wakefield Shareholders for a comparison of your rights as a holder of Cushman Wakefield Shares and your rights that would result from the Scheme and holding NewCushman Wakefield Shares. Please be sure to review that detailed comparison carefully to ensure that you understand the differences in your rights that will result from the implementation of the Scheme.
Primary Benefits of Redomiciliation to Bermuda
| Issue |
Cushman Wakefield
(England) |
NewCushman Wakefield
(Bermuda) | Benefit | |||
| Cash Savings | Incremental annual cash costs of maintaining incorporation in England, such as production of separate IFRS financial statements and accompanying annual reports that are of limited utility to our Shareholders | Lower costs of maintaining Bermuda incorporation | Estimated overall annual cash savings of more than US$3 million from reduced administrative, accounting, tax and legal complexity | |||
| Share Buybacks |
Must be conducted through shareholder-approved contracts with shareholder-approved counterparties; approvals must be renewed every five years or more frequently U.K. stamp duty imposed on Cushman Wakefield |
No similar restrictions No stamp duty |
Greater flexibility and reduced costs of executing share buybacks | |||
| Dividends, Distributions and Share Buybacks | Requirement to have sufficient distributable reserves calculated as aggregate earnings over time | No restrictions other than solvency tests | Greater flexibility and reduced costs in returning capital to Shareholders, as is customary in the U.S. | |||
| Supermajority Requirements | A variety of corporate transactions require the approval of 75 percent of the votes cast | Generally, not applicable except in schemes of arrangement; reduced reliance on schemes of arrangement | Greater flexibility to change organizational documents and pursue value-enhancing transactions | |||
| Mergers or Business Combinations |
Mergers are generally not available Business combinations effected pursuant to a scheme of arrangement requiring approval by a majority in number who represent 75 percent or more in value of the shares held by shareholders present and voting |
Mergers available No supermajority vote required for mergers under default Bermuda law or under the NewCushman Wakefield Bye-laws |
Greater flexibility to pursue mergers and other business combinations (with simple majority vote contemplated under the provision in the NewCushman Wakefield Bye-laws for business combinations) | |||
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| Issue |
Cushman Wakefield
(England) |
NewCushman Wakefield
(Bermuda) | Benefit | |||
| Preference Shares | Under the Articles, the creation of a new class of preference shares would generally require Shareholders to pass an ordinary resolution. In order to allot and issue any such preference shares, the Board would generally need to be authorized by an ordinary resolution and, to the extent that any such preference shares were to be issued on a non-pre-emptive basis, the Board would need to be authorized to disapply existing Shareholders statutory pre-emption rights by a specialresolution | Preference shares may be issued by NewCushman Wakefield in the future with such rights, preferences and designations as determined by the Board, without further action by the Shareholders (under the provision in the NewCushman Wakefield Bye-laws we are proposing toimplement) |
Greater flexibility to create preference shares, consistent with common U.S. terms Greater flexibility in capital raising, management and structuring Helps support long-term stability and growth, allowing proactive decision-making without requiring Shareholder approval for each issuance No issue of preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders |
|||
| Board Declassification | Under the Articles, directors are divided into three classes, and directors in each class are elected every third year to serve three-year terms | Shareholders would have the ability to vote on the election of the entire NewCushman Wakefield Board on an annual basis, which ability would be phased in gradually over a three-year period (under the provision in the NewCushman Wakefield Bye-laws we are proposing to implement) | Greater director accountability to Shareholders | |||
| Removal of Directors for Any Reason | Shareholders are permitted to remove a director, with or without cause, by an ordinary resolution passed by a simple majority of votes cast | Shareholders continue to have the right to remove a director, with or without cause, by an ordinary resolution passed by a simple majority of votes cast between Annual General Meetings | Continued ability for Shareholders to hold directors to account | |||
| Pre-emption Rights |
Capital raising flexibility limited by statutory pre-emption rights on new equity issues forcash Shareholders must waive application of pre-emption rights (75 percent of the votes cast); duration of approval is limited to a five-year or shorter period |
No statutory pre-emption rights, but NewCushman Wakefield will remain subject to the NYSE Shareholder Approval Rule, which requires shareholder approval prior to the issue of NewCushman Wakefield Shares in certain cases, if the securities to be issued amount to 20 percent or more of the shares or voting power outstanding before the issue of such securities, or would result in a change of control |
Greater flexibility in capital raising, management and structuring Pre-emption rights are very rare for U.S. public companies as they can cause significant delays |
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Cash Savings
Currently, the Company is subject to the requirements of two separate, and mismatched, regulatory frameworks: the securities laws of the United States (including applicable NYSE listing requirements), and the U.K. Companies Act (including the Financial Reporting Council). Although there is conceptual overlap between the two frameworks, compliance with each has separate and unique requirements, with significant administrative burden and associated costs.
For example, the Company must currently go through the year-end close process twice, in two different jurisdictions, with two different statutory filing requirements. Because of this, the Company must maintain, among other things:
| two sets of financial statements, each of which must be independently audited in accordance with two different accounting standards; | |
| two separate audits, each by an entirely different audit team (one in the U.S. and one in the U.K.); and | |
| two separate annual reports, encompassing two separate executive compensation reports, two ESG reporting frameworks, and two Board approvals, prepared with the support of two sets of law firms, tax consultants, and executive compensation consultants. |
The Company has therefore identified several areas of cash savings that it would expect to realize following the consummation of the Redomiciliation, including:
| savings from no longer having to prepare and file consolidated annual IFRS statutory accounts for Cushman Wakefield which are compliant with requirements of the Companies Act. We believe such IFRS accounts provide limited incremental information to our principally U.S. Shareholder base given the SEC-compliant U.S. GAAP financial reporting that we separately provide to Shareholders (and will continue to provide after the Redomiciliation); | |
| reduced external legal counsel costs associated with the impact of certain English rules on our proxy statements, annual and special meetings of Shareholders and other legal issues associated with incorporation under the laws of England and Wales; | |
| stamp duty of 0.5 percent of the value of share buybacks no longer applying; and | |
| other administrative savings, such as transfer agent savings due to simpler Bermuda share transfer processes. |
By moving to Bermuda, the Company estimates that it will save more than US$3 million annually from reduced administrative, accounting, tax and legal complexity. That total includes quantitative and qualitative savings from alleviating the cumbersome dual compliance mandate placed on the Companys corporate staff and does not reflect additional legal, administrative and compliance costs that are expected to be saved in the future relating to certain potential ordinary course transactions, including share repurchases. While the total costs of the redomiciliation process are expected to be approximately US$4 million, the Company expects to recoup these costs in approximately 12 to 18 months, based solely on estimated annual savings.
Share Buybacks
Under English law, shareholder approval is required to effect share buybacks because a U.K. public company may purchase its own shares only: (a) on-market on a recognized stock exchange, which includes the London Stock Exchange, but does not include the NYSE (and so this method cannot currently be utilized by Cushman Wakefield), or (b) off-market pursuant to a share purchase contract that, along with the identity of the counterparties, has been approved by its shareholders. Any such approval expires not more than five years after it is granted. Cushman Wakefields current share buyback program uses this second approach and is scheduled to expire in September 2027. Since the terms pursuant to which companies implement these buybacks change from time to time and shareholder approval is necessary for any amendment to these share purchase contracts, to retain the flexibility to utilize share buyback programs whenever market conditions are appropriate, U.K. companies such as Cushman Wakefield are required to regularly seek shareholder approval of changes to these contracts or to introduce new counterparties.
In addition, English law applies a stamp tax on share buybacks at a rate of 0.5 percent of the value of the repurchases.
The regular shareholder approval and the fees charged by the banks serving as counterparties as well as the imposition of stamp tax increase the administrative burden and costs associated with our share buyback programs and may reduce flexibility to implement these programs in the most efficient way in the future.
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Bermuda law does not require shareholder approval of a companys purchases of its own shares or impose any stamp tax on such purchases. In addition, as a Bermuda company we would no longer be required to effect our share buyback program through specified counterparty banks, thereby providing enhanced flexibility and providing possible cost savings.
Self-Tender Offers
Consistent with the treatment of share buybacks generally, self-tender offers for U.K. companies whose shares trade off market must also be implemented under the pre-approved share purchase contracts with identified counterparties. The counterparties role in these self-tender offers results in additional costs and complexities.
As with other share buybacks, Bermuda law does not require a company to conduct these tender offers under shareholder-approved contracts through shareholder-approved counterparty banks, thus allowing us to conduct these transactions in a more streamlined and cost-efficient manner.
Distributable Reserve Requirement for Dividends, Distributions and Share Buybacks
Under English law, a company can issue dividends or share distributions or undertake share buybacks only if it has sufficient distributable reserves. The calculation of such distributable reserves requires, among other things, all accumulated realized losses (irrespective of when incurred) to be deducted from a companys accumulated realized profits (which will have been reduced by other distributions over time), rather than simply referencing the companys net asset position at the time or the actual profits made in a particular financial period when the dividend or distribution is paid or the share buyback occurs.
If a company does not have sufficient distributable reserves, it would be prohibited from issuing dividends or share distributions or undertaking share buy-backs. It would also be prohibited from effecting a potential value-creating transaction involving a split-off or spin-off of assets to its shareholders.
Bermuda does not have a distributable reserves requirement applicable to dividends, distributions or share buybacks. Instead, Bermuda law will permit NewCushman Wakefield to engage in share distributions, including spin-off and split-offs, dividends and share buybacks unless NewCushman Wakefield is, or would after the distribution be, unable to pay its liabilities as they become due, or the realizable value of its assets would be less than its liabilities. Consistent with many U.S. companies, this more flexible standard will enhance the NewCushman Wakefield Boards ability to make these types of dividends, distributions and share buybacks and pursue these types of transactions as opportunities arise.
Supermajority Requirements
Under English law, certain corporate matters must be approved by supermajority votes of shareholders that require the affirmative vote of 75 percent of the votes cast. These matters include, among others, any amendment of a companys articles of association and the disapplication (or waiver) of statutory pre-emption rights on the issue of equity securities for cash. Additionally, any scheme of arrangement, which is required under English law for many business combination or redomiciling transactions, such as the Scheme described in this Document, requires the approval of a majority in number of the shareholders who represent 75 percent or more in value of the companys shares present and voting.
Bermuda law does not impose these supermajority requirements at all, or does so only in more limited circumstances. For example, Bermuda law requires the affirmative vote of the holders of only a majority of the shares entitled to vote thereon to approve an amendment to a companys bye-laws. Bermuda law also does not impose statutory pre-emption rights, making the supermajority vote on their disapplication unnecessary. While the shareholder approval thresholds required under the Bermuda Companies Act for schemes of arrangements are similar to those in England, Bermuda law offers mergers in more circumstances making the reliance on schemes and associated supermajority votes less critical for implementing value-enhancing transactions. The absence of these supermajority requirements under Bermuda law will facilitate the ability of NewCushman Wakefield to make subsequent changes to the NewCushman Wakefield Bye-laws or pursue potential business combination transactions, without providing a small minority of NewCushman Wakefield Shareholders with the ability to block these value-creating transactions.
Preference Shares
Under the Articles, the creation of a new class of preference shares would generally require Shareholders to pass an ordinary resolution. In order to allot and issue any such preference shares, the Board would generally need to be authorized by an ordinary resolution and, to the extent that any such preference shares were to be issued on a non-pre-emptive basis, the Board would need to be authorized to disapply existing Shareholders statutory pre-emption rights by a special resolution.
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| 50 | ||||
On the Effective Date, NewCushman Wakefield is expected to have an authorized share capital of US$80,000,000 of aggregate nominal value, of which approximately US$ 23,153,121.60 will be utilized to issue the approximately 231,531,216 NewCushman Wakefield Shares pursuant to the Scheme on the Effective Date, based on the number of Cushman Wakefield Shares outstanding as of August 26 , 2025, the last practicable date prior to the mailing of this Document.
If the NewCushman Wakefield Bye-laws are adopted, the NewCushman Wakefield Board may designate any such remaining authorized shares as preference shares. Such preference shares may be issued by NewCushman Wakefield in the future with such rights, preferences and designations as determined by the NewCushman Wakefield Board, without further action by the Shareholders. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ) if the non-binding, advisory vote in respect of such Advisory Resolution evidences substantial Shareholder opposition. If the Board chooses to exercise such discretion in connection with Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ), this provision will not be adopted in the NewCushman Wakefield Bye-laws and the NewCushman Wakefield Board will not be able to issue preference shares without the future approval of the NewCushman Wakefield Shareholders.
With regard to a proposed new class of preference shares, the NewCushman Wakefield Boards authority to determine the terms of any such preference shares would include, but not be limited to: (a) the designation of each class or series and the number of shares that will constitute each such class or series, (b) the maturity date, if any, and the dividend rate and payment schedule, if any, for each class or series, (c) the price at which, and the terms and conditions on which, the shares of each class or series may be redeemed, if such shares are redeemable, (d)the terms and conditions, if any, upon which shares of each class or series may be converted into shares of other classes or series of shares of NewCushman Wakefield, or other securities, (e)the voting rights, if any, of such class or series, including any voting rights with respect to the election of directors, and (f) the preferences and relative, participating, optional, liquidation, pre-emption or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such class or series.
Preference shares offer the potential for value-creating transactions. For example, preference shares may present flexible capital raising opportunities for NewCushman Wakefield, such as potentially offering a stated dividend or liquidation preference to investors, thereby attracting a different type of investor to NewCushman Wakefield who is focused on a fixed return as well as growth opportunities. Preference shares also support NewCushman Wakefields long-term stability and growth, allowing proactive decision-making without requiring Shareholder approval for each issuance. Although no such offerings are intended at this time, such flexibility could result in alternative fundraising opportunities in the future to drive organic or acquisitive growth of the Cushman Wakefield Group.
The NewCushman Wakefield Board will not use its power to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders.
Pre-emption Rights
Under English law, a companys shareholders are entitled to pre-emption rights on the issue of equity securities for cash, unless shareholders approve the disapplication of the pre-emption rights by the affirmative vote of 75percent of the votes cast. Any such disapplication of pre-emption rights must be limited in amount and may be effective for a period of no more than five years.
It is customary for English companies to receive shareholder approval for a relatively small amount of shares on an annual basis. While we do not have any current plans to raise capital through equity issuance for cash, we may do so in the future. The time required to seek and obtain shareholder approval for an equity issuance in excess of the then-current approved amount could constrain our ability to react quickly to funding needs and market conditions in connection with capital raising transactions.
Bermuda law does not subject the issue of shares for cash to statutory pre-emption rights, enhancing the flexibility of NewCushman Wakefield to capitalize in our financing activities on favorable market conditions that may exist from time to time. Further, eliminating the requirement to vote on disapplication of pre-emption rights every fiveyears or more frequently (including annually, as we are expecting to do beginning in 2028 if the Redomiciliation does not go into effect) reduces administrative costs and burden on the Cushman Wakefield Group.
However, NewCushman Wakefield will remain subject to the NYSE Shareholder Approval Rule, which requires shareholder approval prior to the issue of NewCushman Wakefield Shares, or of securities convertible into or exercisable for NewCushman Wakefield Shares, in certain cases, if the securities to be issued amount to 20 percent or more of the shares or voting power outstanding before the issue of such securities or would result in a change of control.
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Bermudas Stable Corporate Legal Environment
The Board considered Bermudas stable corporate legal environment, which serves as the jurisdiction of organization for a significant number of U.S. publicly listed companies. As of December 31, 2024, more than 30 companies listed on either the NYSE or NASDAQ with a market capitalization in excess of US$1 billion were organized in Bermuda, eight of which had a market capitalization in excess of US$10 billion. Accordingly, the Board believes that the Redomiciliation will allow the Company to benefit from this established corporate law framework that will provide corporate governance that is more familiar to our principally U.S. Shareholder base.
Continued Application of the NYSE Listing Standards and SEC Rules
In addition, due to the fact that the NewCushman Wakefield Shares will be listed on the NYSE, the NYSE listing requirements and the U.S. securities laws to which NewCushman Wakefield will be subject will not change as a result of the Redomiciliation, including with respect to the NYSE rules pertaining to conflicts of interest, director independence, corporate governance guidelines, say-on-pay and shareholder approval of certain share issuances.
The Redomiciliation Will Have Limited Impact
The Redomiciliation will change the jurisdiction of incorporation and governing documents of our parent company but we believe that it will have little to no effect on our operations and subsidiaries:
| the Redomiciliation is not tax-driven, and our subsidiaries tax residence will not change; | |
| as a Bermuda company, New Cushman Wakefield will continue trading on the NYSE (under the symbol CWK) and will continue to be governed by SEC rules and regulations; | |
| our day-to-day operations and those of our operating companies are expected to be materially unaffected by the Redomiciliation; | |
| the Redomiciliation is not expected to result in any material changes in our offices, management team, Board or employee base, nor will it result in material changes to our operating companies client offerings or services; and | |
| there will be no material change in our U.S. GAAP financial statements and no changes in our financial documents, financings or credit agreements as a result of the Redomiciliation. |
2.Implementation of the Proposal
Preparatory Steps
NewCushman Wakefield
NewCushman Wakefield has been incorporated in Bermuda as an exempted company limited by shares. Prior to the Effective Date, NewCushman Wakefield will not commence operations (other than entry into contracts and activities associated with its administration and the Redomiciliation).
The initial subscriber to the NewCushman Wakefield Memorandum of Association was Appleby Global Corporate Services (Bermuda) Ltd. Such subscriber subscribed to the NewCushman Wakefield Memorandum of Association solely for the purposes of facilitating the incorporation of NewCushman Wakefield and has not been issued and allotted any shares in NewCushman Wakefield. Cushman Wakefield has been issued and allotted one share in the capital of NewCushman Wakefield which will be held pending implementation of the Scheme.
Subject to the resolutions being passed at each of the Meetings, on the Effective Date, NewCushman Wakefield will have an authorized share capital of US$80,000,000 of aggregate nominal value, of which approximately US$ 23,153,121.60 will be utilized to issue the approximately 231,531,216 NewCushman Wakefield Shares on the Effective Date, based on the number of Cushman Wakefield Shares outstanding as of August 26 , 2025, the last practicable date prior to the mailing of this Document. As at the date of this Document, NewCushman Wakefields issued and outstanding shares comprise only the one initial share described above.
The Articles of Cushman Wakefield
Any Cushman Wakefield Shares issued (for example, on the exercise of awards under the Cushman Wakefield Equity Incentive Plans) after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is also proposed that the Articles be amended so that any Cushman Wakefield Shares issued to any person other than NewCushman Wakefield on or after the Scheme Record Time will be transferred automatically to NewCushman Wakefield (or as it may otherwise direct) in consideration for the issue of one NewCushman Wakefield Share for each Cushman Wakefield Share so issued (i.e., on the same terms as if they had been subject to the Scheme).
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The Articles Amendment Resolution will also authorize the Company to procure the transfer of Cushman Wakefield Shares held by Overseas Shareholders to a nominee to hold in circumstances where the issue of the NewCushman Wakefield Shares to the relevant Overseas Shareholder would or might infringe certain laws or require the observance of additional governmental or regulatory consents or otherwise. The amendment to the Articles permits the nominee to sell the NewCushman Wakefield Shares and remit the proceeds of such to the Overseas Shareholder.
The Articles Amendment Resolution is set out in full in the notice of the General Meeting in Part VII Notice of General Meeting of this Document. Accordingly, the Articles Amendment Resolution will be proposed as a special resolution at the General Meeting.
The Scheme
The Scheme process requires the approval of Shareholders and the sanction of the Court under Part 26 of the Companies Act. The Company will not apply for Court sanction of the Scheme unless the Conditions have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived).
Under the Scheme, the number of outstanding shares of Cushman Wakefield will be reduced by cancelling the Scheme Shares pursuant to the Cushman Wakefield Reduction of Capital at the Effective Date.
Simultaneously with the Cushman Wakefield Reduction of Capital taking effect: (a)NewCushman Wakefield will issue to the Scheme Shareholders the following NewCushman Wakefield Shares:
| one (1) New Cushman Wakefield Share | for each Cushman Wakefield Share held at the Scheme Record Time |
in consideration for the cancellation of the Scheme Shares and the issue of the New Shares to NewCushman Wakefield, and (b) Cushman Wakefield will transfer for nil consideration NewCushman Wakefields initial share held in the name of Cushman Wakefield to NewCushman Wakefield and NewCushman Wakefield will immediately cancel such initial share.
Immediately upon the Cushman Wakefield Reduction of Capital taking effect , Cushman Wakefield will be re-registered as a private limited company pursuant to the Scheme to align its corporate form with its new status as an intermediate holding company within the Cushman Wakefield Group. Subject to the issue of the NewCushman Wakefield Shares to the Scheme Shareholders and immediately upon the re-registration of Cushman Wakefield as a private company taking effect, and notwithstanding anything to the contrary in the Articles , Cushman Wakefield shall apply the credit arising in its books of account as a result of such reduction of capital in paying up, in full at par, such number of New Shares as will have an aggregate nominal value equal to the aggregate nominal value of Scheme Shares cancelled pursuant to the Cushman Wakefield Reduction of Capital and shall allot and issue the same, credited as fully paid up (and free from liens, charges, encumbrances, rights of pre-emption, rights of set-off, and other third party rights of any nature whatsoever), to NewCushman Wakefield and/or its nominee(s). The Company will become a wholly-owned, direct subsidiary of NewCushman Wakefield.
In consequence of these steps, immediately upon the Scheme becoming effective, Cushman Wakefield Shareholders will hold NewCushman Wakefield Shares in the same proportions in which they held Cushman Wakefield Shares immediately prior to the Effective Date.
Shareholders who sell or otherwise transfer their Cushman Wakefield Shares after the Voting Record Time but prior to the Scheme Record Time will not participate in the Scheme and will not receive any NewCushman Wakefield Shares.
The allotment and issue of the NewCushman Wakefield Shares will require approval of the NewCushman Wakefield directors.
The full terms of the Scheme are set out in Part III The Scheme of Arrangement of this Document.
Conditions to Implementation of the Proposal
The Scheme will not be implemented unless each of the following conditions is satisfied (or if not satisfied, to the extent permitted by applicable law, waived):
| (a) | the Scheme having been approved by a majority in number who represent 75 percent or more in value of the Cushman Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy at the Court Meeting; | |
| (b) | all Scheme Resolutions proposed at the General Meeting having been approved by the requisite majority; |
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| (c) | the directors having not resolved to abandon the Scheme prior to the Court Order sanctioning the Scheme (the directors have discretion to determine that the Scheme should no longer proceed if they consider that it is no longer in the best interests of the Company and the Shareholders as awhole); | |
| (d) | all statutory, regulatory or governmental consents, licenses, confirmations, clearances (including, but not limited to, any foreign investment clearances), permissions and other approvals required in connection with the Scheme under applicable laws in the United Kingdom, the United States, Bermuda and the various countries in which we do business and/or hold our interests in, including certain approvals from FIRB, the FCA, the AMF, and under the NSIA, have been obtained on terms reasonably acceptable to the Board; | |
| (e) | the NewCushman Wakefield Shares to be issued pursuant to the Scheme having been authorized for listing on the NYSE, subject to official notice of issuance; | |
| (f) | the sanction (with or without modification) of the Scheme and the confirmation of the Cushman Wakefield Reduction of Capital by the Court as described in Part I Explanatory Statement 3.Meetings and Consents for Implementation of the Proposal and Advisory Resolutions Court Approval; | |
| (g) | the delivery of a copy of the Court Order and the related statement of capital to the Registrar of Companies, and, if so ordered by the Court, the registration of the Court Order and the related statement of capital by the Registrar of Companies; and | |
| (h) | at the Effective Date, there being no threatened, pending or effective decree, order, injunction or other legal restraint prohibiting the consummation of the Scheme or related transactions. |
3.Meetings and Consents for Implementation of the Proposal and Advisory Resolutions
Before the Courts approval can be sought to sanction the Scheme, the Scheme will require:
| the approval of Scheme Shareholders at the Court Meeting; and | |
| the passing of the Scheme Resolutions set out in the notice of the General Meeting. |
Due to applicable rules and regulations of the SEC, we are also asking our Shareholders to vote, on a non-binding, advisory basis, on the Advisory Resolutions at the Shareholders Meeting. These Advisory Resolutions will be considered approved if there is an affirmative vote of a majority of the votes cast by Shareholders, in person or by proxy at the Shareholders Meeting. However, the implementation of the Scheme is not conditional on approval of any of the Advisory Resolutions. Accordingly, a vote against any of the Advisory Resolutions will not count as a vote against the Scheme. Similarly, if any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed NewCushman Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ) if the non-binding, advisory vote in respect of such Advisory Resolution evidences substantial Shareholder opposition.
The Meetings will be held in person at 1290 Avenue of the Americas, 7 th Floor, New York, New York 10104 on October 16 , 2025. Notices of the Court Meeting, the General Meeting and the Shareholders Meeting are set forth in Part VI Notice of Court Meeting, Part VII Notice of General Meeting and Part VIII Notice of Shareholders Meeting of this Document, respectively.
The Company will announce the preliminary voting results at each of the Meetings. It will post the final results of voting at each Meeting on its website promptly after the Meetings. The Company will also report the final results in a Current Report on Form 8-K that it will file with the SEC. All reports Cushman Wakefield files with the SEC are publicly available when filed; for more information, see Part V Additional Information Where You Can Find More Information.
Court Meeting
The Court Meeting will be convened at 10:00 a.m. Eastern Time on October 16 , 2025 and will be held in person at 1290 Avenue of the Americas, 7 th Floor, New York, New York 10104 pursuant to an order of the Court, to enable the Scheme Shareholders to consider and, if thought fit, approve the Scheme.
All Scheme Shareholders as of the Voting Record Time will be entitled to vote at the Court Meeting in respect of the number of Scheme Shares registered in their names at the relevant time, as further described below.
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At the Court Meeting, voting will be held by way of a poll and each Cushman Wakefield Shareholder entitled to attend and who is present, in person or by proxy, will be entitled to one vote for every Cushman Wakefield Shareheld.
The statutory majority required to approve the Scheme at the Court Meeting is a majority in number of Shareholders (as at the Voting Record Time) representing 75 percent or more in value of the Cushman Wakefield Shares held by them present and voting, in person or by proxy at the Court Meeting.
| FOR | THE BOARD UNANIMOUSLY RECOMMENDS THAT CUSHMAN WAKEFIELD SHAREHOLDERS VOTEFOR THE SCHEME AT THE COURT MEETING. |
In order for the Court to be satisfied that the votes cast constitute a fair representation of the views of Shareholders, it is important that as many votes as possible are cast at the Court Meeting. Shareholders are therefore urged to take the action relating the submission of your proxy vote(s) referred to Part I Explanatory Statement 17.Action to be Taken.
If the Scheme is approved and becomes effective, it will be binding on all Shareholders as at the Scheme Record Time irrespective of whether they attended the Court Meeting, the way in which they voted or whether they voted at all.
General Meeting
The implementation of the Scheme will also require the passing of four Scheme Resolutions to be proposed at the General Meeting. The General Meeting will be convened at 10:15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned) on October 16 , 2025 (the same day as the Court Meeting) and will be held in person at 1290 Avenue of the Americas, 7 th Floor, New York, New York 10104 to enable Shareholders to consider and, if thought fit, approve the following resolutions, which relate to certain procedural matters necessary to implement the Scheme.
1.Scheme Resolution No. 1: Approval of Scheme.
The purpose of Scheme Resolution No. 1 (the full text of which is set forth below) is to approve the Scheme and give the Board the authority to carry out the procedural actions necessary to implement the Scheme.
THAT the scheme of arrangement, substantially in the form of Part III The Scheme of Arrangement of the accompanying Document, in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice of England and Wales (the Court ) proposed to be made pursuant to Part 26 of the Companies Act 2006 (the Companies Act ) between the Company and the Scheme Shareholders (as defined therein) (the Scheme ) be approved and the directors of the Company be, and they are hereby authorized, to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect;
2.Scheme Resolution No. 2: Cushman Wakefield Reduction of Capital.
The purpose of Scheme Resolution No. 2 (the full text of which is set forth below) is to authorize the reduction of the Companys share capital associated with the cancellation and extinguishment of the Scheme Shares.
THAT the share capital of the Company be reduced by cancelling and extinguishing all of the Scheme Shares (the Cushman Wakefield Reduction of Capital );
3.Scheme Resolution No. 3: Articles Amendments.
The purpose of Scheme Resolution No. 3 (the full text of which is set forth below) is to amend the Articles to ensure that any additional Cushman Wakefield Shares issued pursuant to the Cushman Wakefield Equity Incentive Plans, or otherwise, are, dependent on timing, subject to the Scheme or exchanged for NewCushman Wakefield Shares on the same terms as if they were subject to the Scheme. In addition, the proposed amendment to the Articles will create a new class of B ordinary shares with a nominal value of US$0.10, which will facilitate the issue of the New Shares to NewCushman Wakefield required as part of the Scheme.
THAT for the purpose of giving effect to the Scheme, with effect from the passing of this Resolution No.3, the Articles be hereby amended by the adoption and inclusion of the following new definition and new articles 5.14 and 134:
new definition:
B Ordinary Shares has the meaning given to it in Article 5.14;
as article 5.14:
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The Company may issue B ordinary shares, which shall be denominated in US dollars and shall have a nominal value of US$0.10 each (the B Ordinary Shares ). B Ordinary Shares shall be issued with voting rights attached to them and each B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company that have voting rights for voting purposes. Each B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any dividend declared. Each B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any distribution made on a winding up of the Company.
as article 134:
Scheme of Arrangement
| (a) | In this article, references to the Scheme are to the scheme of arrangement under Part 26 of the Companies Act 2006 between the Company and the Scheme Shareholders (as defined in the Scheme dated September 4 , 2025 (as amended or supplemented)) and as approved by the holders of theScheme Shares at the meetings convened by the Court (as defined in the Scheme) and as may be modified or amended in accordance with its terms, and expressions defined in the Scheme shall have the same meanings in this article. | |
| (b) | Notwithstanding either any other provision of these Articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any Cushman Wakefield Shares (other than to NewCushman Wakefield or its nominee(s)) on or before the Scheme Record Time (as defined in the Scheme), such Cushman Wakefield Shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such Cushman Wakefield Shares shall be bound by the Scheme accordingly. | |
| (c) | Notwithstanding any other provision of these Articles, if any Cushman Wakefield Shares are issued to any person (other than NewCushman Wakefield or its nominee(s)) ( New Member ) after the Scheme Record Time ( Disposal Shares ), such New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) will, provided the Scheme shall have become effective, be obliged to transfer immediately the Disposal Shares to NewCushman Wakefield (or to such other person as NewCushman Wakefield may otherwise direct) who shall be obliged to acquire all of the Disposal Shares in consideration of and conditional on the issue by or on behalf of NewCushman Wakefield to the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) of the equivalent share in the capital of NewCushman Wakefield for each Disposal Share to which the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) would have been entitled had each Disposal Share been a Scheme Share. | |
| (d) | On any reorganization of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the close of business on the Effective Date (as defined in the Scheme), the number of shares in the capital of NewCushman Wakefield to be issued pursuant to (c) above shall be adjusted by the Company in such manner as the Board may determine to be appropriate to reflect such reorganization or alteration. References in this article to Cushman Wakefield Shares shall, following such adjustment, be construed accordingly. | |
| (e) | To give effect to any transfer required by this article, the Company may appoint any person as attorney for the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favor of NewCushman Wakefield (or such other person as NewCushman Wakefield otherwise directs) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Disposal Shares in NewCushman Wakefield (or such other person as NewCushman Wakefield otherwise directs) and pending such vesting to exercise all such rights attaching to the Disposal Shares as NewCushman Wakefield may direct. If an attorney is so appointed, the New Member or any subsequent holder or any nominee of such New Member or any such subsequent holder shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of NewCushman Wakefield) be entitled to exercise any rights attaching to the Disposal Shares unless so agreed by NewCushman Wakefield. The Company may give good receipt for the purchase price of the Disposal Shares and may register NewCushman Wakefield (or such other |
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| person as NewCushman Wakefield otherwise directs) as holder of the Disposal Shares and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member or any subsequent holder or any nominee of such New Member or any such subsequent holder for any Disposal Shares. | ||
| (f) | In connection with the Scheme, if, in respect of any Scheme Shareholder who the Company or NewCushman Wakefield reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or for the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or NewCushman Wakefield is advised that the allotment and issue of NewCushman Wakefield Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States or Bermuda or would, or might, require the Company or NewCushman Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or NewCushman Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous, then (i) the Company may (unless such Scheme Shareholder satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer transferring, prior to the Scheme Record Time, some or all of the Scheme Shares held by such Scheme Shareholder to a nominee to hold such Scheme Shares in trust for that Scheme Shareholder, on terms that the nominee shall sell the NewCushman Wakefield Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date or (ii) NewCushman Wakefield may, in its sole discretion, determine that some or all of the NewCushman Wakefield Shares that would otherwise be allotted and issued to such Scheme Shareholder pursuant to the Scheme shall instead be allotted and issued to a nominee appointed by NewCushman Wakefield as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall be paid to such Scheme Shareholder in accordance with the provisions of Clause 4 of the Scheme. In the absence of bad faith or wilful default, none of the Company, NewCushman Wakefield, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale. | |
| (g) | Notwithstanding any other provision of these Articles, both the Company and the directors may refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date.; |
4.Scheme Resolution No. 4: Issue of New Shares to NewCushman Wakefield.
The purpose of Scheme Resolution No. 4 (the full text of which is set forth below) is to approve the issue of the New Shares to NewCushman Wakefield as part of the Scheme such that Cushman Wakefield will become a wholly-owned, direct subsidiary of NewCushman Wakefield.
THAT , subject to and upon the Cushman Wakefield Reduction of Capital above taking effect and notwithstanding anything to the contrary in the Articles:
| (a) | the reserve arising in the books of account of the Company as a result of the Cushman Wakefield Reduction of Capital in Resolution No. 2 above be applied by the Company in paying up in full at par such number of new B Ordinary Shares of ten cents (US$0.10) each in the capital of the Company (the New Shares ) as shall be equal to the number of Scheme Shares cancelled pursuant to Resolution No. 2 above, which shall be allotted and issued, credited as fully paid, to NewCushman Wakefield and/or its nominee(s) in accordance with the terms of the Scheme; and | |
| (b) | conditional on the Scheme becoming effective in accordance with its terms, in addition to all existing authorities, for the purposes of section 551 of the Companies Act (and so that expressions used in this Resolution shall bear the same meaning as in the said section 551), the board of directors of the Company be generally and unconditionally authorized to exercise all the powers of the Company to allot the New Shares, provided that, (i) the maximum aggregate nominal amount of relevant securities that may be allotted under this authority shall be the aggregate nominal amount of the said New Shares referred to in paragraph (a) above, (ii) this authority shall expire (unless previously revoked, varied or renewed) on the fifth anniversary of this Resolution, and (iii) this authority shall |
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| be in addition and without prejudice to any other authority under section 551 of the Companies Act previously granted and in force on the date on which this Resolution is passed. |
For the reasons discussed in Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation, the Board unanimously recommends that Shareholders vote FOR each of Scheme Resolutions No. 1 through No. 4.
Approval of each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, a vote against any of the Scheme Resolutions will be a vote against the Scheme.
5.Adjournment.
To approve the adjournment of the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme Resolutions.
At the General Meeting voting will be held by way of a poll. Each Cushman Wakefield Share is entitled to one vote on each matter properly brought before the General Meeting.
Each of the Scheme Resolutions to be considered at the General Meeting (described above) is a special resolution which requires approval by at least 75 percent of the votes cast by Shareholders voting, in person or by proxy. The General Meeting Adjournment Resolution is an ordinary resolution which requires approval by a majority of the votes cast by Shareholders voting, in person or by proxy.
| FOR | THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE GENERAL MEETING RESOLUTIONS. |
Shareholders Meeting
Due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on the Advisory Resolutions at the Shareholders Meeting. The Shareholders Meeting will be convened at 10:30 a.m. Eastern Time (or as soon thereafter as the General Meeting has concluded or been adjourned or postponed) on October16 , 2025 (the same day as the Court Meeting and the General Meeting) and will be held in person at 1290 Avenue of the Americas, 7 th Floor, New York, New York 10104.
These Advisory Resolutions will be considered approved if there is an affirmative vote of a majority of the votes cast by Shareholders, in person or by proxy, at the Shareholders Meeting. However, the implementation of the Scheme is not conditional on approval of any of the Advisory Resolutions. Accordingly, a vote against any of the Advisory Resolutions will not count as a vote against the Scheme. Similarly, if any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed NewCushman Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ) if the non-binding, advisory vote in respect of such Advisory Resolution evidences substantial Shareholder opposition.
1.Board Declassification.
The purpose of this Advisory Resolution (the full text of which is set forth below) is to seek Shareholders views on the provisions in the NewCushman Wakefield Bye-laws relating to declassification of the NewCushman Wakefield Board.
Under the Articles, the Company currently has a classified board structure in which directors are divided into three classes, and directors in each class are elected every third year to serve three-year terms.
The NewCushman Wakefield Bye-laws provide Shareholders with the ability to vote on the election of the entire NewCushman Wakefield Board on an annual basis, declassifying the NewCushman Wakefield Board, and the NewCushman Wakefield Bye-laws provide for such declassification to be phased in gradually over a three-year period, beginning from NewCushman Wakefields first Annual General Meeting of Shareholders (each, an AnnualGeneral Meeting ) following the completion of the Redomiciliation, which is expected to be the 2026 AnnualGeneral Meeting. Under the NewCushman Wakefield Bye-laws, following the three-year transition period, the Shareholders will vote on the election of the entire NewCushman Wakefield Board on an annual basis.
If the Redomiciliation is completed, the declassification process will take place as follows: directors who stand for election at the 2026 Annual General Meeting (Class II directors) will be eligible to be elected to serve a one-year term; directors who stand for election at the 2027 Annual General Meeting (Class II and Class III directors) will be eligible
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to be elected to serve a one-year term; and directors who stand for election at the 2028 Annual General Meeting and at each Annual General Meeting thereafter (all directors) will be eligible to be elected to serve a one-year term.
The Board has historically believed that a classified board structure promotes continuity and stability of strategy, and facilitates a boards ability to focus on creating long-term Shareholder value. The Board is aware that the current trend in corporate governance is leading away from classified boards in favor of electing all directors annually and also recognizes that a classified board structure may reduce directors accountability to Shareholders because such a structure does not enable Shareholders to express a view on each directors performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for Shareholders to influence corporate governance policies and to increase accountability for implementing those policies.
In determining whether to support the declassification of the NewCushman Wakefield Board, the Board carefully considered the advantages and disadvantages of the current classified board structure and has determined that it is advisable and in the best interests of the Company and its Shareholders to declassify the NewCushman Wakefield Board.
For the reasons discussed in Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation and the additional reasons set forth above, the Board unanimously recommends that Shareholders vote FOR this Advisory Resolution.
THAT, on a non-binding, advisory basis, the following provisions to be included in the NewCushman Wakefield Bye-laws are hereby approved:
58. At the date of these Bye-Laws, the company has ten (10) Directors, and until the election of Directors at the annual general meeting in 2028, Directors of the Company shall be divided into three classes of Directors, designated as Class I, Class II and Class III, respectively. At the time these Bye-laws go into effect, each of the Directors shall be assigned to the same class they were in immediately prior to such effective time. The Board is also authorized to assign any persons who take office as Directors after the date hereof but prior to the annual general meeting in 2028 to any such class; provided, however, that the classes are as close to equal size as possible. The term of appointment for: (1) the Class I Directors expires at the close of the Companys annual general meeting in 2028, (2) the Class II Directors expires at the close of the Companys annual general meeting in 2026, and (3) the Class III Directors expires at the close of the Companys annual general meeting in 2027. Following the annual general meeting in 2028, the Director classes will no longer be relevant and shall cease to exist.
59. Each Director of the Company shall be elected annually and hold office until the next annual general meeting and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification, or removal from office, provided that (1) at the annual general meeting in 2026, the Class II Directors and any other Director nominees will stand for election and, if elected, will serve terms that expire at the close of the Companys annual general meeting in 2027; (2) at the annual general meeting in 2027, the Class II Directors, the Class III Directors, and any other Director nominees will stand for election and, if elected, will serve terms that expire at the close of the Companys annual general meeting in 2028; and (3) commencing with the annual general meeting in 2028 and for subsequent annual general meetings, all Directors and Director nominees will stand for election and, if elected, will serve terms that expires at the close of the Companys next annual general meeting.
| 2. | Business Combinations. |
The purpose of this Advisory Resolution (the full text of which is set forth below) is to seek Shareholders views on the provisions in the NewCushman Wakefield Bye-laws relating to mergers and certain other business combination transactions.
Business combinations involving the acquisition of English public companies can be effected either by tender offers or by schemes of arrangement. English law does not provide for statutory mergers under which only one company survives, a form of business combination transaction frequently utilized by U.S. companies.
As noted in Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation, approval of an English scheme of arrangement requires shareholder approval by a supermajority composed of a dual test, being a majority of those shareholders voting, who must hold at least 75 percent of the shares voted, and potentially on a class basis, depending on the terms of the scheme. These supermajority voting requirements could enable Shareholders holding a minority of our shares to block transactions that are supported by Shareholders holding a substantial
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majority of our shares. The additional level of uncertainty associated with these high vote thresholds may also serve as a deterrent to potential counterparties engaging with us on discussions regarding potential transactions.
Tender offers do not have the same supermajority voting requirements under English law as schemes of arrangements under English law. Unlike schemes of arrangement and mergers, however, tender offers may not result in the acquisition of all of a target companys shares, resulting in a potential public minority following the completion of a tender offer, which introduces additional completion risk and might also serve as a deterrent to any potential transaction.
In addition to tender offers and schemes of arrangement, business combinations involving a Bermuda company can be effected through statutory mergers, a form of business combination transaction familiar to a principally U.S. Shareholder base.
The NewCushman Wakefield Bye-laws provide the following: mergers and certain other business combination transactions can be approved by Shareholders holding only a majority of the issued NewCushman Wakefield Shares entitled to vote at the general meeting. Accordingly, the NewCushman Wakefield Bye-laws would make it easier for NewCushman Wakefield to effect business combinations supported by holders of a majority of the NewCushman Wakefield Shares.
For the reasons discussed in Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation and the additional reasons set forth above, the Board unanimously recommends that Shareholders vote FOR this Advisory Resolution.
THAT , on a non-binding, advisory basis, the following provisions to be included in the NewCushman Wakefield Bye-laws are hereby approved:
149. Any amalgamation, merger or consolidation of the Company to be effected in any manner provided for in the Companies Acts with any other company or companies, wherever incorporated, shall require the approval of the Members, by a resolution of the holders of a majority of the issued Shares of the Company entitled to vote in person or by proxy at a general meeting of the Company, and the quorum for such meeting shall be that required in Bye-Law 7.
| 3. | Authorization of Preference Shares. |
As of August 26 , 2025, the last practicable date prior to the mailing of this Document, there were 231,531,216 Cushman Wakefield Shares issued and outstanding. In addition, pursuant to resolutions passed by Shareholders at the Companys Annual General Meeting held in 2023, the Company obtained an authority to issue up to an aggregate amount of US$57,295,202 Cushman Wakefield Shares (which shares may be issued on a non-pre-emptive basis), but which will expire on the fifth anniversary of the date of the resolution. The NewCushman Wakefield Bye-laws would not increase the number of authorized Cushman Wakefield Shares.
Under the Articles, the Board currently may issue a new class or series of shares with such rights or restrictions as determined either by an ordinary resolution passed by the Shareholders or, if the Shareholders pass an ordinary resolution to authorize the Board to do so, the Board. On the Effective Date, NewCushman Wakefield is expected to have an authorized share capital of US$80,000,000 of aggregate nominal value, of which approximately US$ 23,153,121.60 will be utilized to issue the approximately 231,531,216 NewCushman Wakefield Shares pursuant to the Scheme on the Effective Date, based on the number of Cushman Wakefield Shares outstanding as of August 26 , 2025, the last practicable date prior to the mailing of this Document. If the NewCushman Wakefield Bye-laws are adopted, the NewCushman Wakefield Board may designate any such remaining authorized shares as preference shares. Such preference shares may be issued by NewCushman Wakefield in the future with such rights, preferences and designations as determined by the NewCushman Wakefield Board, without further action by the Shareholders.
With regard to a proposed new class of preference shares, the NewCushman Wakefield Boards authority to determine the terms of any such preference shares would include, but not be limited to: (a) the designation of each class or series and the number of shares that will constitute each such class or series, (b) the maturity date, if any, and the dividend rate and payment schedule, if any, for each class or series, (c) the price at which, and the terms and conditions on which, the shares of each class or series may be redeemed, if such shares are redeemable, (d)the terms and conditions, if any, upon which shares of each class or series may be converted into shares of other classes or series of shares of NewCushman Wakefield, or other securities, (e)the voting rights, if any, of such class or series, including any voting rights with respect to the election of directors, and (f) the preferences and relative, participating, optional, liquidation, pre-emption or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such class or series.
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The primary purpose of the proposed authorization of a new class of preference shares is to provide NewCushman Wakefield with greater flexibility to take advantage of financing and acquisition opportunities as they arise in-line with what is customary for U.S. public companies without the expense and delay of additional meetings of the Shareholders, as well as to improve our ability to attract investment capital as various series of preference shares may be created and customized to meet the needs of any particular transaction and/or market conditions.
As of the date of the filing of this Document, the Board is not aware of any attempt, or contemplated attempt, to acquire control of NewCushman Wakefield, nor is this proposal being presented with the intent that it is used to prevent or discourage any acquisition attempt. The NewCushman Wakefield Bye-laws have been prompted by business and financial considerations, including to better align our corporate governance with the expectations of our largely U.S. Shareholder base under the more adaptable and business-friendly corporate law of Bermuda, while allowing us to maintain strong corporate governance, a stable corporate structure, and capital flexibility, and are not being proposed in response to any effort to obtain control of NewCushman Wakefield. The NewCushman Wakefield Board will not issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders.
For the reasons discussed in Part I Explanatory Statement 1. Background to and Reasons for the Redomiciliation and the additional reasons set forth above, the Board unanimously recommends that Shareholders vote FOR this Advisory Resolution.
THAT, on a non-binding, advisory basis, the following provisions to be included in the NewCushman Wakefield Bye-laws are hereby approved:
94. The Board may (subject to the provisions of these Bye-Laws, the Memorandum of Association and the Companies Acts and without prejudice to any rights attached to any existing Shares), without the need for Member approval, issue, offer, allot, grant options over, grant rights to subscribe for, or otherwise dispose of the unissued Shares up to the limit of the authorised Shares (whether forming part of the original capital or any increased capital) which Shares may be:
[]
| (b) | preference shares (and the Board is hereby authorized to fix and determine the terms of any such preference Shares as it sees fit, including without limitation any deferred, preferred, or other special rights or restrictions regarding dividends, voting, return of capital, or otherwise). |
| 4. | Adjournment. |
To approve the adjournment of the Shareholders Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Advisory Resolutions.
At the Shareholders Meeting, voting on the Advisory Resolutions and the Shareholders Meeting Adjournment Resolution will be held by way of a poll, and each Shareholder is entitled to one vote on each matter properly brought before the Shareholders Meeting.
Each of the Advisory Resolutions to be considered at the Shareholders Meeting will be considered approved by the affirmative vote of a majority of the votes cast by the holders of the Cushman Wakefield Shares voting, in person or by proxy. The Shareholders Meeting Adjournment Resolution will be considered approved by a majority of the votes cast by the Cushman Wakefield Shareholders, in person or by proxy.
The Shareholders Meeting is an advisory meeting called by the Board to meet the Companys obligations under applicable rules and regulations of the SEC, it is not a general meeting of Cushman Wakefield Shareholders and, as such, is not required to be held in accordance with the provisions of the Companies Act, the Articles or English law governing general meetings.
| FOR | THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE SHAREHOLDERS MEETING RESOLUTIONS. |
Court Approval
Under the Companies Act, the Scheme will be subject to the subsequent sanction of the Court. All Scheme Shareholders have the right to attend the Court Hearing themselves, or be represented by counsel, and Shareholders
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or creditors who wish to object to the Cushman Wakefield Reduction of Capital will be informed by advertisement in a newspaper, as directed by the Court, with national distribution in the United Kingdom of their right to appear in person or be legally represented at the Court Hearing. The Court Hearing may be conducted remotely via the internet. If you are interested in attending the Court Hearing whether in person or remotely via the internet, you are directed to the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk for details of how to do so. The time of the Court Hearing and information on how to attend will be updated on the Courts website after 11:30 a.m. Eastern Time (4:30 p.m. British Summer Time) on the Business Day before the Court Hearing.
NewCushman Wakefield has confirmed that it has consented to being represented by the Companys counsel at the Court Hearing so as to consent to the Scheme and to undertake to the Court to be bound thereby.
Effective Date
If the Scheme is sanctioned by the Court and the other conditions to the Scheme (as outlined above) have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived), the Scheme is expected to become effective in the fourth quarter of 2025.
The Scheme will not become effective in accordance with its terms until a copy of the order by the Court has been delivered to the Registrar of Companies for registration, together with a certified copy of the Scheme and a statement of capital confirming the Cushman Wakefield Reduction of Capital and, if the Court so orders, such order of the Court together with the statement of capital being registered by the Registrar of Companies.
If the Scheme becomes effective, it will be binding on all Shareholders, irrespective of whether or not, being entitled to do so, they voted in favor of the Scheme at the Court Meeting, in favor of the General Meeting Resolutions at the General Meeting or in favor of the Advisory Resolutions at the Shareholders Meeting.
4. Re-Registration, Check-the-Box Election, and Dissolution
After the re-registration of the Company as a private company ( Re-Registration ) takes effect, the Company shall make an election pursuant to U.S. Treasury regulations section 301.7701-3(c) to be disregarded as an entity separate from NewCushman Wakefield for U.S. federal income tax purposes (the Check-the-Box Election ) with such election effective on the day after the re-registration takes effect.
Additionally, we intend to then dissolve Cushman Wakefield as soon as reasonably practicable thereafter since Cushman Wakefield will no longer be required as a separate legal entity.
For U.S. federal income tax purposes, the Redomiciliation, the Re-Registration and the Check-the-Box Election, taken together, are intended to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. This Document is intended to be a plan of reorganization within the meaning of proposed U.S. Treasury regulations section 1.368-4.
5. Modification of the Scheme
The Scheme contains a provision for the Company and NewCushman Wakefield jointly to consent, on behalf of all persons concerned, to any modification of, or addition to, the Scheme, or to any condition that the Court approves or imposes.
The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless the Scheme Shareholders were informed of any such modification, addition or condition. It will be a matter for the Court to decide, in its discretion, whether or not the consent of Scheme Shareholders should be sought at a further meeting. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Board, is of such a nature or importance as to require the consent of the Scheme Shareholders at a further meeting, the Board will not take the necessary steps to enable the Scheme to become effective unless and until such Scheme Shareholders consent is obtained. For the avoidance of doubt, no modification shall be made to the Scheme once it has taken effect.
6. Effect of the Proposal
The day-to-day operations of NewCushman Wakefield and the Cushman Wakefield Group are not expected to be materially affected by the implementation of the Proposal.
Under the Scheme, Scheme Shareholders will have their Cushman Wakefield Shares replaced by the same proportionate holding of NewCushman Wakefield Shares. Scheme Shareholders proportionate entitlement to
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participate in NewCushman Wakefield will not be affected by reason of the implementation of the Scheme. Scheme Shareholders will not receive any amount in cash pursuant to the terms of the Scheme (other than in certain limited circumstances referred to in Clause 3(b) of the Scheme).
As the sole shareholder of Cushman Wakefield following the Effective Date, NewCushman Wakefield will own all of the business of Cushman Wakefield.
7. Effect of the Proposal on the Cushman Wakefield Equity Incentive Plans
The Scheme will affect participants of the Cushman Wakefield Equity Incentive Plans. NewCushman Wakefield will adopt and assume each of the Cushman Wakefield Equity Incentive Plans or make other arrangements for any outstanding awards under the Cushman Wakefield Equity Incentive Plans to be exercisable for or settled in NewCushman Wakefield Shares. To the extent required, the Cushman Wakefield Equity Incentive Plans will be amended, effective at the Scheme Record Time, to provide that all outstanding awards relating to Cushman Wakefield Shares will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equivalent number of NewCushman Wakefield Shares. All such awards will otherwise generally be subject to the same terms and conditions (including the same vesting conditions and, with respect to any stock options, the same exercise price) as were applicable to such awards immediately prior to the Scheme Record Time. The Scheme will not result in a change in control for purposes of the Cushman Wakefield Equity Incentive Plans.
The Company will inform participants in the Cushman Wakefield Equity Incentive Plans in due course of the effect on their participation in more detail. No further awards will be granted under the Cushman Wakefield Equity Incentive Plans in respect of Cushman Wakefield Shares after the Scheme Record Time, and future awards will be granted under the similar equity incentive plans held by NewCushman Wakefield.
8. Taxation
Your attention is drawn to the general guidance on the tax position of Shareholders set out in Part IV Taxation.
Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in Part IV Taxation may not apply to all Cushman Wakefield Shareholders, and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the NewCushman Wakefield Shares in light of your particular situation.
9. Directors
All of the directors of Cushman Wakefield will be appointed as the directors of NewCushman Wakefield as of the Effective Date. The directors of Cushman Wakefield will resign as directors of Cushman Wakefield following the Effective Date and new directors will be appointed to the board of Cushman Wakefield , once re-registered as a private limited company .
The new directors of Cushman Wakefield will be one or more employees of the Cushman Wakefield Group, consistent with the approach taken for certain other wholly-owned English subsidiaries within the Cushman Wakefield Group.
The effect of the Scheme on the interests of the directors (details of which are set out in Part I Explanatory Statement 10. Directors Interests of this Document) does not differ from its effect on the equivalent interests of other Shareholders.
After the Effective Date, the members of the Board will receive their remuneration from NewCushman Wakefield (or one of its affiliates for administrative purposes) and the total compensation to be paid to each of those members of the Board will not be varied as a result of the Scheme. In addition, the responsibilities of individual members of the Board will remain unchanged in all material respects following implementation of the Scheme.
10. Directors Interests
The interests of the directors in Cushman Wakefield Shares are set out below. The interests are calculated as at August26 , 2025. In the event that the Scheme becomes effective, the directors will have corresponding interests in NewCushman Wakefield Shares by virtue of the effect of the Scheme on their existing holdings of Cushman Wakefield Shares, as set out below.
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| STYLE="vertical-align: bottom; width: 82%; text-align: justify; padding-left: 3pt; border-bottom: #1082A6 1px solid"> Director | STYLE="vertical-align: top; width: 1%; text-align: justify; border-bottom: #1082A6 1px solid"> |
STYLE="vertical-align: bottom; width: 5%; text-align: right; border-bottom: #1082A6 1px solid">
NumberofCushman
Wakefield Shares | STYLE="vertical-align: top; width: 1%; text-align: justify; border-bottom: #1082A6 1px solid"> |
STYLE="vertical-align: bottom; width: 5%; text-align: right; border-bottom: #1082A6 1px solid">
NumberofNewCushman
Wakefield Shares | STYLE="vertical-align: top; width: 1%; text-align: justify; border-bottom: #1082A6 1px solid"> |
STYLE="vertical-align: bottom; width: 5%; text-align: right; padding-right: 3pt; border-bottom: #1082A6 1px solid">
Percentage
Ownership |
| Michelle M. MacKay | 262,041 | 262,041 | * | |||
| Billie Ida Williamson | 88,992 | 88,992 | * | |||
| Susan Daimler | 0 | 0 | * | |||
| Michelle Felman | 27,844 | 27,844 | * | |||
| Jodie W. McLean | 71,823 | 71,823 | * | |||
| Jennifer J. McPeek | 18,503 | 18,503 | * | |||
| Angela Sun | 53,298 | 53,298 | * | |||
| Rajesh Vennam | 18,503 | 18,503 | * | |||
| Timothy Wennes | 0 | 0 | * | |||
| * | Represents beneficial ownership of less than 1%. |
The effect of the Scheme on the interests of the members of the Board in their capacity as Cushman Wakefield Shareholders will not differ from the effect of the Scheme on the interests of other Cushman Wakefield Shareholders.
11. NewCushman Wakefield
NewCushman Wakefield has been established for the specific purpose of carrying on the existing business of the Company upon the Scheme becoming effective and implemented in accordance with its terms. Under the Scheme it is proposed that, on the Effective Date, NewCushman Wakefield will become the new parent holding company of the Company and the Cushman Wakefield Group.
It is intended that NewCushman Wakefield will have the same strategy and mirror the capital structure of the Company to the extent permissible by Bermuda law. In that regard, Shareholders should note the following in relation to NewCushman Wakefield:
| NewCushman Wakefield will have the same share capital structure as the Company currently has with the NewCushman Wakefield Shares being listed on the NYSE; | |
| NewCushman Wakefield Shareholders will hold the same proportionate interests in NewCushman Wakefield as they hold in the Company as at the Scheme Record Time (subject to certain restrictions and payments in lieu of shares for Overseas Shareholders); | |
| the resident representative of NewCushman Wakefield will be Appleby Global Corporate Services (Bermuda) Ltd. who will be responsible for ensuring New Cushman Wakefields compliance with the Bermuda CompaniesAct; | |
| the relevant system to facilitate the transfer of title to the NewCushman Wakefield Shares in uncertificated form will be DTC; | |
| NewCushman Wakefields ongoing costs and expenses are expected to be less than the current expected ongoing costs and expenses of the Company; and | |
| depending on their personal circumstances, the tax implications for certain categories of Shareholders holding NewCushman Wakefield Shares may differ in certain respects from the tax implications of holding Cushman Wakefield Shares. Shareholders are referred to the information in Part IV Taxation. Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in Part IV Taxation may not apply to all Cushman Wakefield Shareholders, and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the NewCushman Wakefield Shares in light of your particular situation. |
The NewCushman Wakefield Bye-laws, in substantially the form attached to this Document as the Annex, will govern NewCushman Wakefield after the Effective Date.
12. Listing and Trading
Application will be made for the NewCushman Wakefield Shares to be listed on the NYSE under the symbol CWK, the same symbol under which the Cushman Wakefield Shares are currently listed. It is expected that when the
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NewCushman Wakefield Shares will be issued, their listing will become effective and that trading will commence on market open on the trading day following the Effective Date.
If all the conditions to the Scheme are satisfied (or, to the extent permitted by applicable law, waived), Cushman Wakefield intends to seek the delisting of the Cushman Wakefield Shares from the NYSE with effect from the close of trading on the NYSE on the trading day immediately preceding the Effective Date.
These dates may be deferred if it is necessary to adjourn or postpone any of the Meetings required to approve the Scheme as described in this Document or there is any delay in obtaining the Courts sanction of the Scheme or the Cushman Wakefield Reduction of Capital. In the event of a delay, the application for cancellation of the Cushman Wakefield Shares will be deferred so that the admission of the Cushman Wakefield Shares will not be cancelled until immediately prior to the Effective Date.
The issue of the NewCushman Wakefield Shares to Scheme Shareholders in connection with the Redomiciliation will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the NewCushman Wakefield Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act or pursuant to an exemption therefrom. The NewCushman Wakefield Shares are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Neither the SEC nor any U.S. state securities commission has approved or disapproved of the issuing of the NewCushman Wakefield Shares, or determined if this Document is accurate or complete. Any representation to the contrary is a criminal offense. See Part I Explanatory Statement 16. Securities Laws Considerations Shareholders in the United States and Sales of NewCushman Wakefield Shares in the United States.
13. Settlement
In the Scheme, NewCushman Wakefield will issue the NewCushman Wakefield Shares to all Cushman Wakefield Shareholders as of the Scheme Record Time and all Cushman Wakefield Shareholders will be issued NewCushman Wakefield Shares on a one-for-one basis to the holdings of Scheme Shares of the Scheme Shareholders. Accordingly, Shareholders will cease to own Cushman Wakefield Shares and instead will own the equivalent class of NewCushman Wakefield Shares.
If you are a registered holder (i.e., a Shareholder of record) of Scheme Shares held in certificated form, you are not automatically required to immediately return your existing Cushman Wakefield share certificates, but you will not automatically be issued new certificates representing your NewCushman Wakefield Shares. You will, however, be required to return your Cushman Wakefield share certificates to the Exchange Agent at or before the time you decide to transfer your NewCushman Wakefield Shares to another party, including when depositing your NewCushman Wakefield Shares into DTC or should you prefer to be in receipt of NewCushman Wakefield share certificates.
If you are a holder of Cushman Wakefield Shares held in street name beneficially through a broker, bank or other nominee within the facilities of DTC, you will not be required to take any further action. Your ownership of NewCushman Wakefield Shares will be recorded in book-entry form by your broker and, unless otherwise advised by your broker, without the need for any additional action on your part.
Mandates
Each mandate relating to the payment of dividends on any Scheme Shares and each instruction given to the Company by Scheme Shareholders then in force as to notices and other communications from the Company relating to holdings of Scheme Shares shall, unless and until varied or revoked, be deemed as from the Effective Date to be a valid and effective mandate or instruction to NewCushman Wakefield in relation to the corresponding NewCushman Wakefield Shares to be allotted and issued pursuant to the Scheme.
General
All deliveries of notices and/or all checks required to be sent to Scheme Shareholders pursuant to the Scheme shall be sent through the post in pre-paid envelopes addressed to the persons respectively entitled thereto at their respective addresses appearing in the register of members of the Company at the Scheme Record Time (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of the joint holding) or in accordance with any special instructions regarding communications received at the registered office of the Company before the Scheme Record Time. None of the Company or NewCushman Wakefield or any agent of any of them shall be responsible for any loss or delay in transmission of certificates of checks sent in accordance with the process described above.
The Company and NewCushman Wakefield have confirmed that, except as provided for in the Scheme, settlement of the NewCushman Wakefield Shares will be implemented in full without regard to any lien, right of set-off,
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counter claim or other analogous right to which the Company or NewCushman Wakefield may be, or claim to be, entitled against such Shareholder.
14. Legal, regulatory and tax impact of the Proposal
A summary of key legal and regulatory consequences resulting from NewCushman Wakefield being incorporated in Bermuda as compared to the Company, which is incorporated in England and Wales, is set out in Part V Additional Information.
A summary of certain aspects of the U.K., U.S. and Bermuda taxation consequences of the Scheme and the holding and disposing of NewCushman Wakefield Shares is set out in Part IV Taxation. Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in Part IV Taxation may not apply to all Cushman Wakefield Shareholders, and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the NewCushman Wakefield Shares in light of your particular situation.
15. Costs of the Proposal
The total costs and expenses payable in connection with the Scheme are not material to the Company and will be paid by Cushman Wakefield. No expenses will be charged directly to the Shareholders.
16. Securities Laws Considerations
Restricted Jurisdictions and Overseas Shareholders
The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom, the United States, or Bermuda may be restricted by law. Any person who is subject to the law of any jurisdiction other than the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom, the United States or Bermuda to vote their Cushman Wakefield Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility or liability for the violation of such restrictions by any person. This Document has been prepared for the purposes of complying with English law, the proxy solicitation rules under the U.S. Exchange Act and the listing standards of the NYSE, and the information disclosed herein may not be the same as that which would have been disclosed if this Document had been prepared in accordance with the laws and regulations of other jurisdictions.
Unless otherwise determined by Cushman Wakefield and permitted by applicable laws and regulations, this Document will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction, and no person may vote in favor of the Scheme, the matters presented at the General Meeting or the matters presented at the Shareholders Meeting by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving this Document (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.
In connection with the Scheme, if, in respect of any Scheme Shareholder who the Company or NewCushman Wakefield reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or for the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or NewCushman Wakefield is advised that the allotment and issue of NewCushman Wakefield Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States, or Bermuda or would, or might, require the Company or NewCushman Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or NewCushman Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous, then: (a) the Company may, subject to the amendment of the Articles pursuant to the Articles Amendment Resolution (unless such Scheme Shareholder satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer transferring, prior to the Scheme Record Time, some or all of the Scheme Shares held by such Scheme Shareholder to a nominee to hold such Scheme Shares in trust for that Scheme Shareholder, on terms that the nominee shall sell the NewCushman Wakefield Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date, or (b) NewCushman
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Wakefield may, in its sole discretion, determine that some or all of the NewCushman Wakefield Shares that would otherwise be allotted and issued to such Scheme Shareholder pursuant to the Scheme shall instead be allotted and issued to a nominee appointed by NewCushman Wakefield as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall be paid to such Scheme Shareholder in accordance with the provisions of Clause 4 of the Scheme. In the absence of bad faith or wilful default, none of the Company, NewCushman Wakefield, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale.
THIS DOCUMENT DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF, AN OFFER TO SELL OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY NEW CUSHMAN WAKEFIELD SHARES BY ANY PERSON IN ANY RESTRICTED JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY ANY SUCH PERSON THAT WOULD PERMIT A PUBLIC OFFERING OF NEW CUSHMAN WAKEFIELD SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, NOR HAS ANY SUCH ACTION BEEN TAKEN WITH RESPECT TO THE POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OTHER THAN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NONE OF CUSHMAN WAKEFIELD, NEW CUSHMAN WAKEFIELD OR THEIR RESPECTIVE ASSOCIATES, DIRECTORS, OFFICERS, AGENTS OR ADVISORS ACCEPTS ANY RESPONSIBILITY FOR ANY VIOLATION OF ANY OF THESE RESTRICTIONS BY ANY OTHER PERSON.
The availability of NewCushman Wakefield Shares under the Scheme to Shareholders who are (or are holding some or all of their Cushman Wakefield Shares on behalf of, or for the benefit of, a person(s) who is) not resident in the United Kingdom, the United States or Bermuda may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements.
Shareholders in the United States and Sales of NewCushman Wakefield Shares in the United States
The cancellation of the Scheme Shares and the allotment and issue of the NewCushman Wakefield Shares relate to shares of a company incorporated in England and Wales and a Bermuda company, respectively, and are proposed to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
The issue of the NewCushman Wakefield Shares to Scheme Shareholders in connection with the Redomiciliation will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. Section 3(a)(10) of the U.S. Securities Act provides an exemption for securities issued in exchange for one or more outstanding securities from the general requirement of registration where, among other things, the terms and conditions of such issue and exchange have been approved by a court of competent jurisdiction after a hearing upon the fairness of the terms and conditions thereof at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. Cushman Wakefield will advise the Court that its sanctioning of the Scheme at the Court Hearing will be relied upon by Cushman Wakefield as a court approval for the purpose of qualifying for the exemption from the registration requirements of the U.S. Securities Act described above. In determining whether it is appropriate to sanction the Scheme, the Court will consider at the Court Hearing whether the terms and conditions of the Scheme are fair to Cushman Wakefield Shareholders. The Court will fix the date and time for the Court Hearing, which will be held as soon as reasonably practicable after the satisfaction (or, if applicable, waiver) of the Conditions (other than any Conditions which are capable of being satisfied only upon or following the Scheme being sanctioned). The NewCushman Wakefield Shares issued to Cushman Wakefield Shareholders in connection with the Redomiciliation will be freely transferable, except for certain restrictions, as follows:
| persons who were at the Effective Date, or were within 90 days prior to the Effective Date, affiliates of Cushman Wakefield under the U.S. Securities Act will be permitted to sell NewCushman Wakefield Shares received pursuant to the Redomiciliation in the manner permitted by Rule 144 under the U.S. Securities Act; | |
| persons whose Cushman Wakefield Shares bear one or more legends restricting transfer will receive NewCushman Wakefield Shares that are subject to the same restrictions; and | |
| in computing the holding period of their NewCushman Wakefield Shares for the purposes of Rule 144(d) under the U.S. Securities Act, NewCushman Wakefield Shareholders should be permitted to tack the holding period of their Cushman Wakefield Shares held prior to the Effective Date. |
Persons who may be deemed to be affiliates of Cushman Wakefield and/or NewCushman Wakefield for these purposes generally include individuals or entities that control, are controlled by or are under common control with,
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Cushman Wakefield and/or NewCushman Wakefield and generally would not be expected to include Shareholders who are not executive officers, directors or significant Shareholders.
We have not filed a registration statement with the SEC covering any resales of the NewCushman Wakefield Shares to be received by Cushman Wakefield Shareholders pursuant to the Redomiciliation. NewCushman Wakefield intends to file certain post-effective amendments to Cushman Wakefields existing effective registration statements concurrently with the completion of the Redomiciliation to continue such registrations under NewCushman Wakefield.
Upon the consummation of the Redomiciliation, the NewCushman Wakefield Shares will be deemed to be registered under Section 12(b) of the U.S. Exchange Act, by virtue of Rule 12g-3 thereunder, without the filing of any U.S. Exchange Act registration statement.
17. Action to be Taken
ALL CUSHMAN WAKEFIELD SHAREHOLDERS ARE INVITED TO ATTEND THE MEETINGS AT WHICH THEY ARE ENTITLED TO VOTE IN PERSON. IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST BY SHAREHOLDERS SO THAT THE COURT CAN BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF SHAREHOLDER VIEWS. YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF CUSHMAN WAKEFIELD SHARES YOU OWN. TO MAKE SURE YOUR CUSHMAN WAKEFIELD SHARES ARE REPRESENTED AT THE MEETINGS, PLEASE SUBMIT YOUR PROXY OR YOUR INSTRUCTIONS TO YOUR BANK, BROKER OR OTHER NOMINEE AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETINGS. YOU MAY SUBMIT YOUR PROXY EITHER THROUGH THE INTERNET OR BY SIGNING, DATING AND RETURNING THE APPLICABLE PROXY CARD(S) ENCLOSED OR PROVIDED UNDER SEPARATE COVER IN THE ENVELOPE(S) PROVIDED. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING YOUR SHARES, PLEASE CONTACT THE PROXY SOLICITOR BY CALLING +1(877) 750-9497 (WITHIN THE U.S. AND CANADA) OR +1(412) 232-3651. BROKERS AND BANKS MAY CALL +1(212) 750-5833.
18. Impact of the Scheme on the Outstanding Debt Securities and Existing Bank Credit Facilities of the Cushman Wakefield Group
The outstanding debt securities and existing bank credit facilities of the Cushman Wakefield Group will remain in place following the Effective Date. Cushman Wakefield is not a borrower or guarantor under any of these debt securities or credit facilities, and following the Redomiciliation, NewCushman Wakefield will not be a guarantor or an additional borrower under these facilities.
19. Accounting Treatment of the Scheme
Historical cost basis accounting, rather than acquisition method accounting, will be applied to the Scheme under U.S. GAAP. Given that, for accounting purposes, there will be no change in control and the Shareholders will be in the same economic position immediately before and after the Redomiciliation, and because the Redomiciliation will be accounted for as an internal reorganization of entities under common control, there will be no revaluation of Cushman Wakefields assets and liabilities.
20. Further Information
Your attention is drawn to the letter from Michelle MacKay, Chief Executive Officer and the letter from Noelle Perkins, Executive Vice President, Chief Legal Officer Secretary, each of which appears earlier in this Document and forms part of this Explanatory Statement. The letters contain, among other things: (a) information on the background to and reasons for the Redomiciliation, and (b) the actions to be taken by you, including how to make sure your vote is counted at the Meetings.
The full text of the Scheme is set out in Part III The Scheme of Arrangement of this Document. Your attention is also drawn to the further information included in this Document and, in particular, to the Conditions to the Scheme (which is set out in Part II Conditions To and Further Terms of the Scheme), the additional information set out in Part V Additional Information and the notices of the Meetings set out in Part VI Notice of Court Meeting, Part VII Notice of General Meeting, and Part VIII Notice of Shareholders Meeting, which provide further details concerning the Scheme.
You are advised to read the whole of this Document and the accompanying Forms of Proxy and not just rely on the summary information contained in Explanatory Statement.
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PART II |
|
CONDITIONS TO AND FURTHER TERMS OF THE SCHEME |
||
| (a) | the Scheme having been approved by a majority in number who represent 75 percent or more in value of the Cushman Wakefield Shares held by Scheme Shareholders (as defined in the Scheme) present and voting, in person or by proxy at the Court Meeting; | |
| (b) | all Scheme Resolutions proposed at the General Meeting having been approved by the requisite majority; | |
| (c) | the directors having not resolved to abandon the Scheme prior to the Court Order sanctioning the Scheme (the directors have discretion to determine that the Scheme should no longer proceed if they consider that it is no longer in the best interests of the Company and the Shareholders as a whole); | |
| (d) | all statutory, regulatory or governmental consents, licenses, confirmations, clearances (including, but not limited to, any foreign investment clearances), permissions and/other approvals required in connection with the Scheme under applicable laws in the United Kingdom, the United States, Bermuda, and the various countries in which we do business and/or hold our interests in, including certain approvals from FIRB, the FCA and the AMF, and under the NSIA, have been obtained on terms reasonably acceptable to the Board; | |
| (e) | the NewCushman Wakefield Shares to be issued pursuant to the Scheme having been authorized for listing on the NYSE, subject to official notice of issuance; | |
| (f) | the sanction (with or without modification) of the Scheme and the confirmation of the Cushman Wakefield Reduction of Capital by the Court as described in Part I Explanatory Statement 3.Meetings and Consents for Implementation of the Proposal and Advisory Resolutions Court Approval; | |
| (g) | the delivery of a copy of the Court Order and the related statement of capital to the Registrar of Companies, and, if so ordered by the Court, the registration of the Court Order and the related statement of capital by the Registrar of Companies; and | |
| (h) | at the Effective Date, there being no threatened, pending or effective decree, order, injunction or other legal restraint prohibiting the consummation of the Scheme or related transactions. |
The Board will not take the necessary steps to enable the Scheme to become effective unless, at the relevant time, all of the conditions to the Scheme have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived by the Board) and, at the relevant time, the Board believes that the Scheme continues to be in the best interests of Cushman Wakefield and its Shareholders.
The Court Hearing (at which it is proposed that the Court will approve the Scheme and confirm the Cushman Wakefield Reduction of Capital) will be held as soon as reasonably practicable after the satisfaction (or, if applicable, waiver) of the Conditions (other than any Conditions which are capable of being satisfied only upon or following the Scheme being sanctioned). All Scheme Shareholders have the right to attend the Court Hearing themselves, or be represented by counsel, and Shareholders or creditors who wish to object to the Cushman Wakefield Reduction of Capital will be informed by advertisement in a newspaper with national distribution in the United Kingdom of their right to appear in person, or be legally represented, at the Court Hearing. The Court Hearing may be conducted remotely via the internet. If you are interested in attending the Court Hearing whether in person or remotely via the internet, you are directed to the Business and Property Courts Rolls Building Cause List at www.justice.gov.uk for details of how to do so. The time of the Court Hearing and information on how to attend will be updated on the Courts website after 11:30 a.m. Eastern Time (4:30 p.m. British Summer Time) on the Business Day before the Court Hearing.
If the Scheme is approved by the Court and the Conditions are satisfied, the Scheme is expected to become effective in the fourth quarter of 2025.
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The Scheme contains a provision for Cushman Wakefield and NewCushman Wakefield jointly to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme, or to any condition that the Court may think fit to approve or impose. The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless the Scheme Shareholders were informed of any such modification, addition or condition. It will be a matter for the Court to decide, in its discretion, whether or not the consent of Scheme Shareholders should be sought at a further meeting. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Board, is of such a nature or importance as to require the consent of the Scheme Shareholders at a further meeting, the Board will not take the necessary steps to enable the Scheme to become effective unless and until such Scheme Shareholders consent is obtained. For the avoidance of doubt, no modification shall be made to the Scheme once it has taken effect.
The Board does not intend to modify (or if not satisfied, to the extent permitted by applicable law, waive) any of these or any other conditions unless it determines that the Scheme is in the best interests of Cushman Wakefield and the Scheme Shareholders despite the condition(s) not being satisfied in whole or in part. Notwithstanding the foregoing, the Board reserves the right to delay or abandon the Scheme and the Redomiciliation at any time, including after Shareholder approval has been obtained at the Meetings. See Risk Factors Risks Associated with the Redomiciliation The Board may choose to delay or abandon the Scheme and the Redomiciliation at any time prior to the Effective Date.
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PART III |
|
THE SCHEME OF ARRANGEMENT |
||
| IN THE HIGH COURT OF JUSTICE | Claim No. CR-2025-004659 |
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES COURT (ChD)
IN THE MATTER OF CUSHMAN WAKEFIELD PLC
and
IN THE MATTER OF THE COMPANIES ACT 2006
SCHEME OF ARRANGEMENT
(under Part 26 of the Companies Act 2006)
between
CUSHMAN WAKEFIELD PLC
and
THE SCHEME SHAREHOLDERS
(as hereinafter defined)
| A. | In this Scheme of Arrangement, unless the context otherwise requires, the following expressions shall bear the following meanings: |
| Articles | the articles of association of the Company, as amended from time to time; |
| Bermuda Companies Act | the Companies Act 1981 of Bermuda, as may be amended or replaced from time to time; |
| Business Day | a day (excluding a Saturday, Sunday, public or bank holiday) on which banks generally are open for business in the City of London, City of Hamilton and City of New York for the transaction of normal banking business; |
| Certificated or in Certificated form | not in uncertificated form (that is, not held in DTC); |
| Company or Cushman Wakefield | Cushman Wakefield plc, a public limited company incorporated in England and Wales with registered number 11414195; |
| Companies Act | the United Kingdom Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force; |
| Court | the High Court of Justice of England and Wales; |
| Court Hearing | the hearing by the Court of the application to sanction this Scheme; |
| Court Meeting | the meeting of the Cushman Wakefield Shareholders convened by order of the Court pursuant to Part 26 of the Companies Act for October 16 , 2025 to consider and, if thought fit, approve this Scheme, and any adjournment thereof, notice of which is set out in Part VI Notice of Court Meeting of this Document; |
| Cushman Wakefield Reduction of Capital | the reduction of the Companys share capital associated with the cancellation and extinguishment of the Scheme Shares provided for by Clause 1 of this Scheme and under Chapter 10 of Part 17 of the Companies Act; |
| Cushman Wakefield Shareholder | a holder of Cushman Wakefield Shares; |
| Cushman Wakefield Shares | the Cushman Wakefield Ordinary Shares of US$0.10 nominal value each; |
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| Document | the joint proxy statement and scheme circular document published by the Company in connection with this Scheme, together with all information incorporated by reference herein; |
| DTC | the relevant system to facilitate the transfer of title to shares in uncertificated form in respect of which the Depository Trust Company is the operator; |
| Effective Date | the day when this Scheme becomes effective; |
| Exchange Agent | Computershare Trust Company, N.A., the exchange agent in connection with this Scheme; |
| Holder | a registered holder (including any person(s) entitled by transmission); |
| NewCushman Wakefield | Cushman Wakefield Ltd., a new company formed as an exempted company limited by shares incorporated under the Bermuda Companies Act; |
| NewCushman Wakefield Shares | the common shares, par value US$0.10 per share, of NewCushman Wakefield; |
| New Shares | B ordinary shares of US$0.10 each in the capital of Cushman Wakefield; |
| Registrar of Companies | the Registrar of Companies in England and Wales; |
| Scheme or Scheme of Arrangement | the scheme of arrangement proposed to be made under Part 26 of the Companies Act between the Company and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court; |
| Scheme Record Time | 5:00p.m. Eastern Time on the Business Day immediately following the date of the Court Hearing; |
| Scheme Shareholders | the holders of Scheme Shares from time to time; |
| Scheme Shares |
(a)the Cushman Wakefield Shares in issue at the date of this Scheme; (b)any Cushman Wakefield Shares issued after the date of this Scheme and before the Voting Record Time; and (c)any Cushman Wakefield Shares issued at or after the Voting Record Time and prior to the Scheme Record Time, on terms that the holder shall be bound by this Scheme, and in each case (where the context requires) remaining in issue at the Scheme Record Time and in each case excluding (if any): (i) any Cushman Wakefield Shares held by NewCushman Wakefield; and (ii) any Cushman Wakefield Shares held as treasury shares; |
| Uncertificated or In Uncertificated form | recorded on the relevant register as being held in uncertificated (i.e., book-entry) form, in the name of Cede Co, the nominee for DTC, and beneficial title to which may, by virtue of the DTC regulations, be transferred by means of DTC; |
| United Kingdom or U.K. | the United Kingdom of Great Britain and Northern Ireland; |
| United States or U.S. | the United States of America; and |
| Voting Record Time | 5:00 p.m. Eastern Time on October 6 , 2025 or, if the Court Meeting is adjourned by 48 hours or more, close of business on the date that is 10 days prior to the date fixed for the adjourned Court Meeting, or, if the Company gives notice of the adjourned Court Meeting, and an entitlement time is specified in that notice, the time specified in that notice. |
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| B. | In this Scheme, unless the context otherwise requires or otherwise expressly provides: |
| (a) | references to Clauses and Sub-Clauses are references to the Clauses and Sub-Clauses respectively of this Scheme; | |
| (b) | references to a person include references to an individual, firm, partnership, company, corporation, other legal entity, unincorporated body of persons or any state or state agency; | |
| (c) | references to a statute or a statutory provision include the same as subsequently modified, amended or re-enacted from time to time; | |
| (d) | references to an agreement, deed or document shall be deemed also to refer to such agreement, deed or document as amended, supplemented, restated, verified, replaced and/or novated (in whole or in part) from time to time and to any agreement, deed or document executed pursuant thereto; | |
| (e) | the singular includes the plural and vice versa and words importing one gender shall include all genders; | |
| (f) | headings to Parts, Clauses and Sub-Clauses are for ease of reference only and shall not affect the interpretation of this Scheme; | |
| (g) | to the extent that there shall be any conflict or inconsistency between the terms of this Scheme and the other parts of this Document then the terms of this Scheme shall prevail; and | |
| (h) | references to US$ mean the lawful currency of the United States. |
| C. | The issued share capital of the Company as of August 26 , 2025 the last practicable date prior to the date of this Scheme is US$ 23,153,121.60 consisting of 231,531,216 Cushman Wakefield Shares. |
| D. | Awards in respect of 10,308,754 Cushman Wakefield Shares have been granted pursuant to certain equity incentive plans of the Company and remain unexercised or unvested as of August 26 , 2025. |
| E. | NewCushman Wakefield has been incorporated in Bermuda as an exempted company limited by shares under the Bermuda Companies Act for the specific purpose of carrying on the existing business of the Company upon this Scheme becoming effective and being implemented in accordance with its terms. |
| F. | As of August 26 , 2025 (the last practicable date prior to the date of this Scheme), the issued share capital of NewCushman Wakefield was US$0.10 comprising one common share of par value US$0.10, credited as fully paid up to US$0.10. |
| G. | NewCushman Wakefield has agreed to appear by counsel at the Court Hearing to consent to this Scheme and to undertake to be bound thereby and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme including (without limitation) the allotment of NewCushman Wakefield Shares to the Scheme Shareholders. |
THE SCHEME
1. Cancellation of Scheme Shares
| (a) | The issued share capital of the Company shall be reduced by cancelling and extinguishing all of the Scheme Shares. |
| (b) | Immediately upon the cancellation and extinguishment of the Scheme Shares referred to in Clause 1(a) taking effect , the Company shall be re-registered as a private company pursuant to section 651 of the Companies Act and the Articles shall be amended accordingly. | |
| (c) | Subject to the issue of NewCushman Wakefield Shares pursuant to Clause 2 and immediately upon the re-registration of the Company as a private company referred to in Clause 1(b) taking effect , and notwithstanding anything to the contrary in the Articles, the Company shall apply the credit arising in its books of account as a result of such reduction of capital in paying up, in full at par, such number of New Shares as will have an aggregate nominal value equal to the aggregate nominal value of Scheme Shares cancelled pursuant to Clause 1 (a) and shall allot and issue the same, credited as fully paid up (and free from liens, charges, encumbrances, rights of pre-emption, rights of set-off, and other third party rights of any nature whatsoever), to NewCushman Wakefield and/or its nominee s . |
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2. Consideration for cancellation of the Scheme Shares
Simultaneously with the cancellation and extinguishment of the Scheme Shares pursuant to Clause 1(a) taking effect, and in consideration for the cancellation and extinguishment of the Scheme Shares and the allotment and issue of the New Shares, New Cushman Wakefield shall, subject to the provisions of Clauses 3, 4, 5 and 6, allot and issue (credited as fully paid) New Cushman Wakefield Shares to the Scheme Shareholders on the basis of one New Cushman Wakefield Share for each Cushman Wakefield Share held at the Scheme Record Time.
3. Allotment and issue of NewCushman Wakefield Shares
| (a) | The NewCushman Wakefield Shares to be issued pursuant to Clause 2 shall rank pari passu with respect to all dividends or distributions made, paid or declared after the Effective Date on the share capital of NewCushman Wakefield. | |
| (b) | Without prejudice to the generality of the foregoing, if, in respect of any Scheme Shareholder who the Company or NewCushman Wakefield reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or NewCushman Wakefield is advised that the allotment and issue of NewCushman Wakefield Shares pursuant to Clause2 would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States, or Bermudaor would, or might, require the Company or NewCushman Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or NewCushman Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous, then NewCushman Wakefield may, in its sole discretion, determine that some or all of the NewCushman Wakefield Shares that would otherwise be allotted and issued to such Scheme Shareholder under Clause 2 shall instead be allotted and issued to a nominee appointed by NewCushman Wakefield as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall be paid to such Scheme Shareholder in accordance with the provisions of Clause 4 . In the absence of bad faith or wilful default, none of the Company, NewCushman Wakefield, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale. |
4. Certificates and payments
| (a) | At the Effective Date, NewCushman Wakefield shall allot and issue all NewCushman Wakefield Shares which it is required to allot and issue to give effect to this Scheme. | |
| (b) | For Scheme Shareholders holding Scheme Shares in certificated form, the delivery of new share certificates in respect of NewCushman Wakefield Shares allotted and issued to such Scheme Shareholders will be subject to customary exchange procedures established by the Exchange Agent. Scheme Shareholders are not automatically required to return their existing Company share certificates but will not be automatically issued with a new certificate representing their NewCushman Wakefield Shares. Scheme Shareholders will, however, be required to return their Company share certificate(s) to the Exchange Agent at or before the time they decide to transfer their NewCushman Wakefield Shares to another party, including when depositing into the DTC or should they prefer to be in receipt of a NewCushman Wakefield Share certificate. | |
| (c) | Not later than 14 days following the sale of any relevant NewCushman Wakefield Shares pursuant to Clause 3 (b), NewCushman Wakefield shall procure that the nominee referred to in Clause 3 (b) shall account for the cash payable by dispatching to the persons respectively entitled thereto checks by post. | |
| (d) | In the event that any Scheme Share certificates shall have been lost, stolen or destroyed, upon the relevant Scheme Shareholders compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the relevant Scheme Shareholder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the lost, stolen or destroyed Scheme Share certificate, the Exchange Agent shall provide in exchange for the lost, stolen or destroyed Scheme Share certificate the applicable NewCushman Wakefield Shares certificate with respect to the NewCushman Wakefield Shares allotted and issued to such Scheme Shareholder. | |
| (e) | All deliveries of notices and/or all checks required to be sent pursuant to Clause 4 (c) shall be sent through the post in pre-paid envelopes addressed to the persons respectively entitled thereto at their |
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| respective addresses appearing in the register of members of the Company at the Scheme Record Time (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of the joint holding) or in accordance with any special instructions regarding communications received at the registered office of the Company before the Scheme Record Time. | ||
| (f) | None of the Company, NewCushman Wakefield, any nominee referred to in Clause 3 (b) or any agent of any of them shall be responsible for any loss or delay in transmission of certificates or checks sent in accordance with this Clause 4 . | |
| (g) | All checks shall be made payable to the Scheme Shareholders concerned (except, in the case of joint holders, the Company reserves the right to make such checks payable to that one of the joint holders whose name stands first in the register of members of the Company) and the encashment of any such check shall be a complete discharge of NewCushman Wakefield for the moneys represented thereby. | |
| (h) | This Clause 4 shall be subject to any prohibition or condition imposed by law. |
5. Certificates representing Scheme Shares
| (a) | With effect from and including the Effective Date, all certificates representing holdings of Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein and every holder of Scheme Shares shall be bound on the request of the Company to deliver up to the Company the certificate(s) in respect of its, his or her entire holding of Scheme Shares. | |
| (b) | The Company shall make appropriate entries to its register of members to reflect the cancellation of the Scheme Shares and the allotment and issue of New Shares provided for in this Scheme. |
6. Mandated payments and other instructions
Each mandate relating to the payment of dividends on any Scheme Shares and each instruction given to the Company by Scheme Shareholders then in force as to notices and other communications from the Company relating to holdings of Scheme Shares shall, unless and until varied or revoked, be deemed as from the Effective Date to be a valid and effective mandate or instruction to NewCushman Wakefield in relation to the corresponding NewCushman Wakefield Shares to be allotted and issued pursuant to this Scheme.
7. Effective Date
| (a) | This Scheme shall become effective as soon as a copy of the order of the Court sanctioning this Scheme under Part 26 of the Companies Act and confirming the reduction of capital under this Scheme pursuant to section 648 of the Companies Act, together with the statement of capital under section 649 of the Companies Act shall have been duly delivered to the Registrar of Companies and, if the Court so orders, such order of the Court together with the statement of capital being registered by the Registrar of Companies. | |
| (b) | Unless this Scheme shall have become effective on or before midnight on December 31, 2025 or such later date, if any, as the Company and NewCushman Wakefield may agree and the Court may allow, it shall lapse. |
8. Governing Law and jurisdiction
This Scheme shall be governed by, and construed in accordance with, the laws of England and Wales and the Scheme Shareholders hereby agree that the Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute which arises out of or is connected with the terms of this Scheme.
9. Modification
The Company and NewCushman Wakefield may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or to any condition which the Court may think fit to approve or impose. For the avoidance of doubt, no modification shall be made to this Scheme once it has taken effect.
Dated: September 4 , 2025
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PART IV |
|
TAXATION |
||
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The Redomiciliation
Taxation of Chargeable Gains
Individual Holders
The Share Restructuring should be a scheme of reconstruction which is generally treated as a reorganization for the purposes of U.K. capital gains tax such that rollover treatment is available to an individual Scheme Shareholder who is within the scope of U.K. capital gains tax to the extent described in this Part IV Taxation Material U.K. Tax Consequences. On this basis and subject to the comment below in relation to Section 137 of the TCGA, that holder would not be treated for the purposes of U.K. capital gains tax as having made a disposal of his or her Scheme Shares. Instead, the New Cushman Wakefield Shares of each relevant class received by that holder would be treated for these purposes as the same asset, acquired at the same time and for the same consideration, as such Scheme Shares of the equivalent class.
Under Section 137 of the TCGA, any holder who holds (either alone or together with other connected persons) more than five percent of, or of any class of, the Scheme Shares will not in any event receive the rollover treatment described above if the Redomiciliation has not been effected for bona fide commercial reasons or if it forms part of a scheme or arrangements of which the main purpose, or one of the main purposes, is avoidance of liability to U.K. capital gains tax or U.K. corporation tax. In this case, such a holder will be treated as receiving New Cushman Wakefield Shares in consideration for the cancellation of its Scheme Shares and as having made a disposal of its Scheme Shares, which may, depending on the particular circumstances of that holder (including the acquisition cost of the Scheme Shares and any available exemptions or reliefs), give rise to a chargeable gain or allowable loss for the purposes of U.K. capital gains tax. No application for clearance has been made to HMRC under Section 138 of the TCGA with respect to this condition.
Scheme Shareholders who are within the scope of U.K. capital gains tax, rather than U.K. corporation tax (as to which, see below), should note that the current rates of U.K. capital gains tax are 18 percent (for basic rate taxpayers) and 24 percent (for higher and additional rate taxpayers). Certain reliefs may, depending on an individual holders particular circumstances, be available to reduce or eliminate any U.K. capital gains tax liability, such as the annual exemption and certain tax losses.
Corporate Holders
A corporate Scheme Shareholder that is within the scope of U.K. corporation tax will be treated in relation to the Scheme Shares and the Share Restructuring in generally the same way and under the same circumstances (including as to rollover treatment) as indicated above in relation to U.K. capital gains tax.
The main rate of U.K. corporation tax is currently 25 percent.
Scope of U.K. Taxation of Chargeable Gains
Holders who are resident in the United Kingdom for tax purposes are within the scope of U.K. capital gains tax (for individual holders) or U.K. corporation tax (for corporate holders). Subject to the paragraph below, non-U.K. resident holders should not be within the scope of U.K. capital gains tax or U.K. corporation tax in relation to their Scheme Shares unless, in the case of an individual holder, he or she carries on a trade, profession or vocation in the United Kingdom through a branch or agency, or, in the case of a corporate holder, it carries on a trade in the United Kingdom through a permanent establishment, to which such Scheme Shares are attributable.
If an individual holder of shares has ceased to be resident within the United Kingdom and he or she makes a disposal of his or her shares during the period of non-residence, such holder may be within the scope of U.K. capital gains tax in respect of such disposal on his or her return to the United Kingdom under certain anti-avoidance rules.
Taxation on Income
The Share Restructuring should not be treated as giving rise to a distribution that would be chargeable to U.K. income tax or U.K. corporation tax on income.
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U.K. Stamp Duty and U.K. Stamp Duty Reserve Tax
No U.K. stamp duty or U.K. stamp duty reserve tax will be payable by Scheme Shareholders on the Share Restructuring, including on the issue of New Cushman Wakefield Shares.
New Cushman Wakefield Shares
Taxation of Dividends
Withholding Tax
Dividends paid by New Cushman Wakefield will not be subject to any withholding or deduction for or on account of U.K. tax, irrespective of the residence or particular circumstances of the holder.
Individual Holders
An individual New Cushman Wakefield Shareholder who is resident for tax purposes in the United Kingdom, or who carries on a trade, profession or vocation in the United Kingdom through a branch or agency to which the New Cushman Wakefield Shares are attributable, and receives dividend income in respect of those shares, beyond an annual tax-free dividend allowance, is subject to U.K. income tax at the current rates of 8.75 percent for basic rate taxpayers, 33.75 percent for higher rate taxpayers and 39.35 percent for additional rate taxpayers. Whether an individual holder who is liable for U.K. income tax in respect of dividend income is liable for that tax at the basic, higher or additional rate or not will depend on the particular circumstances of that holder. The annual tax-free dividend allowance is currently 500.
Corporate Holders
A holder within the scope of U.K. corporation tax which is a small company for the purposes of Chapter 2 of Part 9A of the CTA will be liable to U.K. corporation tax on distributions received in respect of New Cushman Wakefield Shares, on the basis that New Cushman Wakefield will be resident in Bermuda which is not a qualifying territory for these purposes.
A holder within the scope of U.K. corporation tax which is not a small company for the purposes of Chapter 2 of Part 9A of the CTA will be liable to pay U.K. corporation tax on any dividend it receives in respect of New Cushman Wakefield Shares unless the dividend falls within one of the exempt classes set out in Chapter 3 of Part 9A of the CTA and certain other conditions are met. Although it is likely that most dividends in respect of New Cushman Wakefield Shares would fall within one or more of these exempt classes, the exemptions are not fully comprehensive and are also subject to anti-avoidance rules.
If holders are in any doubt as to their tax position, they should consult an appropriate professional advisor.
Taxation of Chargeable Gains
In general, a disposal of New Cushman Wakefield Shares by a holder who is either resident for tax purposes in the United Kingdom or who, in the case of an individual holder, carries on a trade, profession or vocation in the United Kingdom through a branch or agency or, in the case of a corporate holder, carries on a trade in the United Kingdom through a permanent establishment, to which the New Cushman Wakefield Shares are attributable may, depending on the holders particular circumstances and subject to any available exemption or relief, give rise to a chargeable gain or allowable loss for the purposes of U.K. capital gains tax or U.K. corporation tax. Special rules may apply to individuals who have ceased to be resident for tax purposes in the United Kingdom and who dispose of their New Cushman Wakefield Shares before becoming once again resident for tax purposes in the United Kingdom.
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U.K. Stamp Duty and U.K. Stamp Duty Reserve Tax
Provided that the New Cushman Wakefield Shares are only registered on a register outside the United Kingdom or the relevant transfer is effected through the systems of DTC, and provided further that no instrument of transfer either is executed in the United Kingdom or relates to any matter or thing done or to be done in the United Kingdom, there will be no U.K. stamp duty or U.K. stamp duty reserve tax payable on the transfer of the New Cushman Wakefield Shares.
Other U.K. Tax Considerations
The attention of holders within the scope of U.K. tax is drawn to the following provisions.
Controlled Foreign Companies
Under the U.K. controlled foreign company provisions contained in Part 9A of the U.K. Taxation (International and Other Provisions) Act 2010, a U.K. resident company having an interest in a company not so resident (such as New Cushman Wakefield), such that, broadly, 25 percent or more of the companys chargeable profits for an accounting period could be apportioned to it, may be liable to pay U.K. corporation tax in respect of its share of the companys profits. These provisions only apply if the company is controlled by U.K. resident persons.
Transfer of Assets Abroad
Chapter 2 of Part 13 of the ITA may render U.K. resident individuals liable to U.K. income tax in respect of undistributed income or profits of New Cushman Wakefield. These provisions apply, broadly speaking, where a U.K. resident person makes a relevant transfer to a non-resident person and as a result income from which the individual may benefit becomes payable to that non-resident person, unless one of several exemptions applies (for example, if it would not be reasonable to draw the conclusion, from all the relevant circumstances, that avoiding liability to taxation was the purpose, or one of the purposes, for which the relevant transactions or any of them were effected).
Attribution of Gains to Members of Non-U.K. Resident Close Companies
Under Section 3 of the TCGA, if a non-U.K. resident company (such as New Cushman Wakefield) is controlled by a sufficiently small number of persons so as to render it a body corporate that would, were it to have been resident in the United Kingdom, be a close company for U.K. tax purposes, then, if certain conditions are satisfied, the chargeable gains of the company may be apportioned and taxed in the hands of any U.K. resident participator in the company if and to the extent that the participators indirect share of the gain (including the share of any connected person) exceeds 25 percent. These rules only apply if the gain is connected to avoidance (as defined for the purposes of Section 3 of the TCGA).
Transactions in Securities
Chapter 1, Part 13 of the ITA and Part 15 of the U.K. Corporation Tax Act 2010 may apply if U.K. tax advantages are sought in prescribed conditions.
If holders are in any doubt as to their tax position, they should take independent advice on the potential application of the matters discussed above in light of their own circumstances.
Material Bermuda Tax Consequences
Under current Bermuda law, there may be certain adverse Bermuda tax consequences for New Cushman Wakefield or its Shareholders of the Redomiciliation or in respect of the New Cushman Wakefield Shares. Bermudas enactment of the CITA may result in New Cushman Wakefield or its Shareholders of the Redomiciliation being subject to a new 15% corporate income tax with effect from January 1, 2025, depending on whether New Cushman Wakefield or its Shareholders of the Redomiciliation fall within scope of the CITA (for more information, see Risk Factors The effect of Bermudas Commitment to the OECD to Eliminate Harmful Tax Practices is Uncertain and Could Adversely Affect the Companys Bermuda Tax Status).
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Material U.S. Federal Income Tax Consequences
The following is a summary of material U.S. federal income tax considerations that are likely to be relevant to the exchange of Cushman Wakefield Shares for New Cushman Wakefield Shares in the Redomiciliation and the subsequent ownership and disposition of New Cushman Wakefield Shares by a U.S. Holder (as defined below).
This summary is based on provisions of the Internal Revenue Code of 1986, as amended, and regulations, rulings and judicial interpretations thereof, in each case as in force as of the date hereof. Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.
This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a U.S. Holder of Cushman Wakefield Shares or New Cushman Wakefield Shares (each, for purposes of this section, Shares ). In particular, this summary is directed only to U.S. Holders that hold the Shares as capital assets and does not address particular tax consequences that may be applicable to U.S. Holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, tax-exempt entities, regulated investment companies, entities, or arrangements that are treated as partnerships for U.S. federal income tax purposes (or partners therein), holders that own or are treated as owning 10% or more of Cushman Wakefield stock by vote or value, persons holding the Shares as part of a hedging or conversion transaction or a straddle, or persons whose functional currency is not the U.S. dollar. Moreover, this summary does not address state, local or non-U.S. taxes, the U.S. federal estate and gift taxes, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. Holders, or alternative minimum tax consequences of holding or disposing of the Shares.
For purposes of this summary, a U.S. Holder is a beneficial owner of Cushman Wakefield Shares and subsequently New Cushman Wakefield Shares that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income basis in respect of such Shares.
You should consult your own tax advisors about the consequences of the exchange, ownership and disposition of the Shares, including the relevance to your particular situation of the considerations discussed below and any consequences arising under non-U.S., state, local or other tax laws.
Material U.S. Federal Income Tax Consequences of theRedomiciliation
Reorganization
The exchange of Cushman Wakefield Shares for New Cushman Wakefield Shares in the Redomiciliation is structured to be tax-free to exchanging holders for U.S. federal income tax purposes. More specifically, as described in Clause 1 of the Scheme, immediately upon the cancellation of the Scheme Shares taking effect , Cushman Wakefield will be re-registered as a private limited company; Cushman Wakefield will then make the Check-the-Box Election effective the day after the re-registration takes effect; and the Redomiciliation, the re-registration and the Check-the-Box Election, taken together (collectively, the Transactions ), are intended to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code.
The remainder of this discussion assumes that the Transactions qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code.
U.S. Holders
A U.S. Holder should not recognize any gain or loss solely as a result of the exchange of Cushman Wakefield Shares for New Cushman Wakefield Shares in the Redomiciliation. The tax basis of the New Cushman Wakefield Shares received in exchange for Cushman Wakefield Shares should be equal to the U.S. Holders tax basis in its Cushman Wakefield Shares. The holding period for the New Cushman Wakefield Shares received in the Redomiciliation should include the holding period for the Cushman Wakefield Shares surrendered in the Redomiciliation.
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U.S. Holders that hold their Cushman Wakefield Shares with differing tax bases or holding periods are urged to consult their own tax advisors with regard to identifying the tax bases and holding periods of the particular New Cushman Wakefield Shares received in the Redomiciliation.
Further, a U.S. Holder that owns 5% or more of New Cushman Wakefield stock by vote or value immediately after the Redomiciliation should not be required to file a GRA with the IRS in respect of the exchange of Cushman Wakefield Shares for New Cushman Wakefield Shares in the Redomiciliation. However, the Treasury Regulations governing GRAs are complex and such holders may want to consult their own tax advisors with respect to the obligation and merits of filing a GRA with the IRS, including on a protective basis.
Material U.S. Federal Income Tax Consequences for U.S. NewCushman Wakefield Shareholders
Taxation of Dividends
Subject to the discussion below under Passive Foreign Investment Company Status, the gross amount of any distribution of cash or property with respect to New Cushman Wakefield Shares that is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be includible in your taxable income as ordinary dividend income on the day on which you receive the dividend, and will not be eligible for the dividends-received deduction allowed to corporations under the Code.
We do not expect to maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders therefore should expect that distributions generally will be treated as dividends for U.S. federal income tax purposes.
If you are a U.S. Holder, dividends paid in a currency other than U.S. dollars generally will be includible in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day you receive the dividends. Any gain or loss on a subsequent sale, conversion or other disposition of such non-U.S. currency by such U.S. Holder generally will be treated as ordinary income or loss and generally will be income or loss from sources within the United States.
The U.S. dollar amount of dividends received by an individual with respect to New Cushman Wakefield Shares will be subject to taxation at a preferential rate if the dividends are qualified dividends. Subject to certain exceptions for short-term positions, dividends paid on New Cushman Wakefield Shares will be treated as qualified dividends if:
| New Cushman Wakefield Shares are readily tradable on an established securities market in the United States; and | |
| we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company within the meaning of Section 1297 of the Code (a PFIC ). |
New Cushman Wakefield Shares will continue to be listed on the NYSE and we expect New Cushman Wakefield Shares to qualify as readily tradable on an established securities market in the United States so long as they are so listed. As discussed in more detail below under Passive Foreign Investment Company Status, based on our financial statements and our expectations about the nature and amount of our income, assets and activities, we do not expect to be a PFIC in our current taxable year or in the foreseeable future. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances. Dividend distributions will constitute income from sources without the United States and, for U.S. Holders that elect to claim foreign tax credits, generally will constitute passive category income for foreign tax credit purposes.
Taxation of Dispositions of New Cushman Wakefield Shares
Subject to the discussion below under Passive Foreign Investment Company Status, upon a sale, exchange or other taxable disposition of New Cushman Wakefield Shares, U.S. Holders will realize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount realized on the disposition and the U.S. Holders adjusted tax basis in New Cushman Wakefield Shares, as described above under Material U.S. Federal Income Tax Consequences of the RedomiciliationU.S. Holders. Such gain or loss will be capital gain or loss, and will generally be long-term capital gain or loss if the New Cushman Wakefield Shares have been held for more than one year. Long-term capital gain realized by a U.S. Holder that is an individual generally is subject to taxation at a preferential rate. The deductibility of capital losses is subject to limitations.
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Passive Foreign Investment Company Status
Special U.S. tax rules apply to investors in companies that are considered to be PFICs. Cushman Wakefield or New Cushman Wakefield will be classified as a PFIC in a particular taxable year if, after applying certain look-through rules, either:
| 75% or more of its gross income for the taxable year is passive income; or | |
| the average percentage of the value of its assets that produce or are held for the production of passive income is at least 50%. |
For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income.
Based on its financial statements and its expectations about the nature and amount of its income, assets and activities, Cushman Wakefield does not believe that it was a PFIC for its 2024 taxable year and does not expect to be a PFIC for its 2025 taxable year. Additionally, based on its financial statements and its expectations about the nature and amount of its income, assets and activities, New Cushman Wakefield does not expect to be a PFIC for the taxable year of the Redomiciliation or in the foreseeable future. This conclusion is a factual determination that is made annually after the close of each taxable year and based on the facts and circumstances at that time, and therefore subject to change. Accordingly, there can be no assurance that Cushman Wakefield or New Cushman Wakefield will not be a PFIC for any taxable year. If we were a PFIC for any taxable year in which a U.S. Holder held New Cushman Wakefield Shares, the U.S. Holder may be subject to adverse tax consequences, such as taxation at the highest marginal ordinary income tax rates on gain recognized on the disposition of the Shares and on excess distributions, an interest charge on certain taxes treated as deferred and additional reporting requirements. If we are a PFIC for any taxable year during which a U.S. Holder holds New Cushman Wakefield Shares, we would generally continue to be treated as a PFIC with respect to such U.S. Holder for all succeeding years during which such U.S. Holder holds New Cushman Wakefield Shares, even if New Cushman Wakefield ceases to meet the threshold requirements for PFIC status. The rules dealing with PFICs are complex. Accordingly, U.S. Holders should consult their own tax advisors concerning the application of the PFIC rules to New Cushman Wakefield Shares.
Foreign Financial Asset Reporting.
Individual U.S. Holders that own specified foreign financial assets with an aggregate value in excess of US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. Specified foreign financial assets include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on objective criteria. U.S. Holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. U.S. Holders are encouraged to consult with their own tax advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.
Backup Withholding and Information Reporting
Dividends paid to, and proceeds from a sale or other disposition by, a U.S. Holder in respect of New Cushman Wakefield Shares generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the U.S. Holder provides an accurate taxpayer identification number and makes any other required certification or otherwise establishes an exemption. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holders U.S. federal income tax liability, provided the required information is furnished to the U.S. Internal Revenue Service in a timely manner.
A holder that is not a United States person (as defined in the Code) may be required to comply with certification and identification procedures in order to establish its exemption from information reporting and backup withholding.
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PART V |
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ADDITIONAL INFORMATION |
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The New Cushman Wakefield Board will not use its power to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders.
In addition, pursuant to Bermuda law and the New Cushman Wakefield Bye-laws, the New Cushman Wakefield Board may, subject to restrictions on its ability to issue shares without Shareholder approval (except in respect of the New Cushman Wakefield Shares and preference shares), (a) divide its issued and outstanding shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions, (b) consolidate and divide all or any of its shares into shares of larger par value than its existing shares, (c) sub-divide the shares into shares of smaller par value than is fixed by the New Cushman Wakefield Memorandum of Association, and (d) make provision for the allotment and issue of shares which do not carry any voting rights.
Voting Rights
New Cushman Wakefield Shareholders will be entitled to one vote per New Cushman Wakefield Share. Unless otherwise specified by the New Cushman Wakefield Bye-laws or the Bermuda Companies Act, at any general meeting duly called and held at which a quorum is present, a resolution of Shareholders shall require the affirmative vote of a majority of Shareholders entitled to vote on the subject matter present virtually, in person or by proxy at the meeting and entitled to vote on the subject matter.
Dividends and Distributions
General Dividends and Distributions
Under Bermuda law, a company may not declare or pay dividends if there are reasonable grounds for believing that: (a) the company is, or would after the payment be, unable to pay its liabilities as they become due, or (b) the realizable value of its assets would thereby be less than its liabilities.
Under the New Cushman Wakefield Bye-laws, each New Cushman Wakefield Share is entitled to the same dividend per share if any are declared. The New Cushman Wakefield Board may satisfy any dividend or distribution by way of shares or debentures of any other company. Where any difficulty arises with regard to any such distribution or dividend, the New Cushman Wakefield Board may settle it as they think expedient, including by authorizing any person to sell and transfer any fractions or ignore fractions altogether and may fix the value for distribution or dividend purposes and may determine that cash payments shall be made to any New Cushman Wakefield Shareholders upon the fixing of the values in order to secure equality of distribution.
Dividend Policy
New Cushman Wakefield has not adopted a dividend policy with respect to future dividends and does not currently intend to pay cash dividends on the New Cushman Wakefield Shares. Any future determination related to New Cushman Wakefields dividend policy will be made at the discretion of the New Cushman Wakefield Board and will depend upon, among other factors, New Cushman Wakefields results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors that the New Cushman Wakefield Board may deem relevant.
Variation of Class Rights
Under the New Cushman Wakefield Bye-laws, if at any time the capital of New Cushman Wakefield is divided into different classes of shares, all or any of the rights attaching to any existing class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated (whether or not New Cushman Wakefield is being wound up) with the written consent of 75% of the holders of the issued shares of such class or with the sanction of a resolution passed by a simple majority of the holders of the issued shares of such class at a separate
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general meeting of the holders of such class of shares, where the quorum for such meeting shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the relevant class.
In addition, the New Cushman Wakefield Bye-laws provide that, unless otherwise expressly provided by the rights attached to any share or class of shares, the issue of further shares ranking in priority to, pari passu with, or subsequent to, any existing share or class of shares (including without limitation, preference shares issued), the purchase or redemption by New Cushman Wakefield of any of its own shares and any alteration of capital permitted by Bermuda law and the New Cushman Wakefield Bye-laws shall be deemed not to vary or abrogate rights attaching to any shares or classes of shares of New Cushman Wakefield.
The rights conferred upon the holders of any shares shall not, unless expressly provided in the terms of those rights, be deemed to be altered or abrogated by:
| the creation or issue of further shares, whether such shares rank in priority to, pari passu with, or subsequent to, any existing share or class of shares (including, without limitation, any preference shares issued), provided that this shall not limit or restrict the adoption, implementation, amendment, operation, or effects of any shareholder rights plan pursuant to the New Cushman Wakefield Bye-laws (including, without limitation, the issue of rights, shares, or other securities in connection therewith); | |
| the purchase, redemption, or other repurchase of any shares by New Cushman Wakefield; | |
| any alteration of New Cushman Wakefields share capital in accordance with the Bermuda Companies Acts and the New Cushman Wakefield Bye-laws; and | |
| the adoption, implementation, amendment, operation, or effects of any shareholder rights plan pursuant to the New Cushman Wakefield Bye-laws, including the issue of rights, shares, or other securities in connectiontherewith. |
Meetings of Shareholders
Under Bermuda law, a company is required to convene at least one general meeting of shareholders each calendar year (the annual general meeting). Bermuda law provides that a special general meeting of shareholders may be called by the board of a company and must be called upon the request of shareholders holding not less than 10 percent of the paid-up capital of the company carrying the right to vote at general meetings. Bermuda law also requires that shareholders be given at least five days advance notice of a general meeting, but the accidental omission to give notice to any person does not invalidate the proceedings at a meeting.
Under the New Cushman Wakefield Bye-laws, anything which may be done by resolution of the Shareholders in general meeting or by resolution of any class of Shareholders in a separate general meeting may be done by unanimous written consent, signed by all the Shareholders (or the holders of such class of shares) who would be entitled to attend a meeting and vote on such resolution if the resolution were voted on at a general meeting of the Shareholders. Such written resolution may be signed by the Shareholder or its proxy, or in the case of a Shareholder that is a corporation by its representative on behalf of such Shareholder, in as many counterparts as may be necessary.
The New Cushman Wakefield Bye-laws provide that the New Cushman Wakefield Board must convene an annual general meeting and may convene a special general meeting whenever the New Cushman Wakefield Board thinks fit. Under the New Cushman Wakefield Bye-laws, at least 10 clear days but no more than 60 clear days notice of an annual general meeting or a special general meeting must be given to each New Cushman Wakefield Shareholder.
Quorum
The New Cushman Wakefield Bye-laws provide that a quorum for a general meeting shall be present if at least one New Cushman Wakefield Shareholder representing at least the majority of the voting rights of all the New Cushman Wakefield Shareholders entitled to vote at the relevant meeting are present at the general meeting or represented by proxy.
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Advance Notice Procedures
The New Cushman Wakefield Bye-laws establish an advance notice procedure for New Cushman Wakefield Shareholders: (a) to make nominations of candidates for election as directors, and (b) to bring other business before an annual general meeting or a special general meeting.
All nominations by New Cushman Wakefield Shareholders or other business to be properly brought before an annual general meeting or a special general meeting must be made pursuant to timely notice in proper written form to the secretary of New Cushman Wakefield, which must include, among other information, the name and address of the New Cushman Wakefield Shareholder giving the notice, certain information relating to each person whom such New Cushman Wakefield Shareholder proposes to nominate for election as a director and a brief description of any business such New Cushman Wakefield Shareholder proposes to bring before the meeting.
To be timely, a New Cushman Wakefield Shareholders notice must be given to the secretary of New Cushman Wakefield at its principal executive offices not earlier than the close of business on the 120 th calendar day nor later than the close of business on the 90 th calendar day prior to the date of the first anniversary of the preceding years annual general meeting. If the date of an annual general meeting is more than 30 calendar days before or more than 60 calendar days after the date of the first anniversary of the preceding years annual general meeting, notice by the New Cushman Wakefield Shareholder must be delivered in writing not earlier than the close of business on the 120 th calendar day prior to such annual general meeting and not later than the close of business on the later of: (a) the 90 th calendar day prior to such annual general meeting, and (b) the 10 th calendar day after the day on which public announcement of the date of such annual general meeting is first made by New Cushman Wakefield.
Board of DirectorsElection and Removal
Election
Under the New Cushman Wakefield Bye-laws, at any meeting duly called and held for the election or re-election of directors at which a quorum is present, directors shall be elected by a resolution passed by a majority of Shareholders present virtually, in person or by proxy at the meeting and entitled to vote on the election of directors. Where the election of a director is contested (i.e., the total number of proposed directors exceeds the total number of directors to be elected at such meeting) directors will be elected using a form of plurality voting applicable to such contested election of directors (i.e., the directors with the greatest number of votes are elected in descending order until the number of directors to be elected at such meeting is satisfied).
Under the New Cushman Wakefield Bye-laws, Shareholders will be permitted to act by unanimous written consent to elect a director. The New Cushman Wakefield Bye-laws provide that the New Cushman Wakefield Board will consist of no fewer than five directors and no greater than eleven directors, or such other number as a simple majority of the New Cushman Wakefield Board may from time to time determine.
If the Redomiciliation is completed, the declassification process will take place as follows: directors who stand for election at the 2026 Annual General Meeting (Class II directors) will be eligible to be elected to serve a one-year term; directors who stand for election at the 2027 Annual General Meeting (Class II and Class III directors) will be eligible to be elected to serve a one-year term; and directors who stand for election at the 2028 Annual General Meeting and at each Annual General Meeting thereafter (all directors) will be eligible to be elected to serve a one-year term.
Any New Cushman Wakefield Shareholder wishing to propose for election as a director someone who is not an existing director or is not proposed by the New Cushman Wakefield Board must give notice of their intention to propose such person for election in accordance with the advance notice procedures described above.
Removal
Pursuant to the New Cushman Wakefield Bye-laws, a director may be removed from office by Shareholders between Annual General Meetings by an ordinary resolution passed by a simple majority of votes cast at a special general meeting called for such purpose. Notice of the Shareholders meeting convened to remove the director must be provided to the director not less than 14 days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his or her removal.
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Vacancies
The New Cushman Wakefield Bye-laws provide that any vacancies in the Board shall be filled by a resolution passed by a majority of the Shareholders entitled to vote present virtually, in person or by proxy and entitled to vote thereon at a general meeting or, if a vacancy is not filled by the New Cushman Wakefield Shareholders at any general meeting, so long as a quorum of New Cushman Wakefield directors remain in office, the New Cushman Wakefield Board shall have the power to appoint any person to be a director of New Cushman Wakefield to fill such vacancy.
Duties of Directors
The Bermuda Companies Act authorizes the directors of a company, subject to its bye-laws, to exercise all powers of the company except those that are required by the Bermuda Companies Act or the companys bye-laws to be exercised by the shareholders of the company. The New Cushman Wakefield Bye-laws provide that the New Cushman Wakefield Board shall manage the business of New Cushman Wakefield and may exercise all the powers of New Cushman Wakefield. At common law, directors of a company owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and to exercise their powers and fulfill the duties of their office honestly. This duty includes the following essential elements:
| a duty to act in good faith in the best interests of the company; | |
| a duty not to make a personal profit from opportunities that arise from the office of director; | |
| a duty to avoid conflicts of interest; and | |
| a duty to exercise powers for the purpose for which such powers were intended. |
The Bermuda Companies Act imposes a duty on directors and officers of a Bermuda company:
| to act honestly and in good faith with a view to the best interests of the company; and | |
| to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. |
The Bermuda Companies Act also imposes various duties on directors and officers of a company with respect to certain matters of management and administration of the company. Under Bermuda law, directors and officers generally owe fiduciary duties to the company itself, not to the companys individual shareholders, creditors or any class thereof. The New Cushman Wakefield Shareholders may not have a direct cause of action against New Cushman Wakefields directors.
Related Party Transactions
Following the Redomiciliation, New Cushman Wakefield will remain subject to the NYSE requirements for listed companies to which Cushman Wakefield is currently subject, including Section 312.03 of the NYSE Listed Company Manual governing Shareholder approval for related party transactions. Under Section 312.03, Shareholder approval will remain generally required for (collectively, the NYSE Shareholder Approval Rule ):
| any issue of New Cushman Wakefield Shares, or of securities convertible into or exercisable for New Cushman Wakefield Shares, in any transaction or series of related transactions, to a director, officer, controlling Shareholder, member of a control group or any other substantial Shareholder who is affiliated with an officer or director of New Cushman Wakefield, where the issue of New Cushman Wakefield Shares exceeds either one percent of the New Cushman Wakefield Shares or one percent of the voting power outstanding before the issue, but Shareholder approval will not be required if such transaction is a cash sale for a price that is equal to or greater than the price that is the lower of: (a) the official closing price of New Cushman Wakefield Shares on the NYSE immediately preceding the signing of the binding agreement for the transaction, and (b)the average official closing price of New Cushman Wakefield Shares for the five trading days immediately preceding the signing of the binding agreement for the transaction; |
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| any issue of New Cushman Wakefield Shares, or of securities convertible into or exercisable for New Cushman Wakefield Shares, where such New Cushman Wakefield Shares are issued as consideration in a transaction or series of related transactions involving a director, officer or substantial Shareholder with a five percent or greater interest (or parties that collectively have a ten percent or greater interest) in New Cushman Wakefield or in the assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the issue of New Cushman Wakefield Shares, or of securities convertible into or exercisable for New Cushman Wakefield Shares, exceeds either five percent of the number of New Cushman Wakefield Shares or five percent of the voting power outstanding before the issue; | |
| subject to exceptions for certain cash offerings, any issue of New Cushman Wakefield Shares, or of securities convertible into or exercisable for New Cushman Wakefield Shares, if the securities to be issued have, or will have upon issue, voting power equal to or greater than 20 percent of the voting power outstanding before the issue of such securities or if the New Cushman Wakefield Shares to be issued are, or will be upon issuance, equal to or in excess of 20 percent of the number of New Cushman Wakefield Shares outstanding before the issue; and | |
| any issue of New Cushman Wakefield Shares that would result in a change of control of New Cushman Wakefield. |
New Cushman Wakefield will also remain subject to our written related party transaction policies (the Related Party Transaction Policies ), pursuant to which our audit committee is responsible for: (a) evaluating each related party transaction that our compliance department has identified as warranting audit committee approval, and (b)determining whether such transaction should be approved. The audit committee, in making its recommendation, considers various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are at arms-length and in the ordinary course of our business, the direct or indirect nature of the related persons interest in the transaction, the size and expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards.
Further, SEC disclosure requirements for related party transactions will continue to apply to New Cushman Wakefield. These rules require that certain details must be disclosed for related party transactions where (i) New Cushman Wakefield is a participant, (ii) the amount involved in the transaction exceeds US$120,000 and (iii) any related person (including directors and executive officers of New Cushman Wakefield and any of their immediate family members, as well as Shareholders owning more than 5 percent of New Cushman Wakefield Shares and any of their immediate family members) has a material interest in the transaction.
New Cushman Wakefield will also be subject to Bermuda law, which requires shareholder approval of a related party transaction (subject to certain limited exceptions) where a company proposes to make a loan or provide a guarantee or other security to any person who is a director of the company or a director of its holding company (and to certain connected persons such as spouses or children of the director or to a company of which the director, their spouse or children own or control directly or indirectly more than 20 percent of the capital or loan debt). However, loans to directors (and their family members) are generally not permitted under U.S. securities law. Under Bermuda law, if a director discloses a direct or indirect interest in any contract or arrangement with New Cushman Wakefield as required by Bermuda law, such director will be entitled to vote in respect of any such contract or arrangement in which he or she is interested.
Amendments to New Cushman Wakefields Memorandum of Association and Bye-laws
Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders, and that a companys bye-laws may be amended by a resolution of its board and a resolution passed at a general meeting of shareholders.
Under the New Cushman Wakefield Bye-laws, the affirmative vote of a majority of the directors of New Cushman Wakefield and the holders of a majority of the issued New Cushman Wakefield Shares entitled to vote at a general meeting, will be required in order for New Cushman Wakefield to amend the New Cushman Wakefield Bye-laws or the New Cushman Wakefield Memorandum of Association.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 88 | ||
Under Bermuda law, the holders of an aggregate of not less than 20 percent in par value of a companys issued share capital or any class thereof have the right to apply to the Supreme Court of Bermuda for an annulment of any amendment of the memorandum of association adopted by shareholders at any general meeting, other than an amendment that alters or reduces a companys share capital as provided in the Bermuda Companies Act. Where such an application is made, the amendment becomes effective only to the extent that it is confirmed by the Supreme Court of Bermuda. An application for an annulment of an amendment of the memorandum of association must be made within 21 days after the date on which the resolution altering the companys memorandum of association is passed and may be made on behalf of persons entitled to make the application by one or more of their number as they may appoint in writing for the purpose. No application may be made by shareholders voting in favor of the amendment.
Mergers, Amalgamations or Consolidations
Under the New Cushman Wakefield Bye-laws, the affirmative vote of the holders of a majority of the issued New Cushman Wakefield Shares entitled to vote at a general meeting is required to approve a merger, amalgamation or consolidation.
Takeovers
Under Bermuda law, an acquiring party is generally able to ensure it acquires all of the issued and outstanding shares of a company in the following ways:
| by a procedure under the Bermuda Companies Act known as a scheme of arrangement. A scheme of arrangement could be effected by obtaining the agreement of the company and of holders of shares representing in the aggregate a majority in number and at least 75 percent in par value of the shareholders present and voting at a court ordered meeting or meetings held to consider the scheme of arrangement. The scheme of arrangement must then be sanctioned by the Bermuda Supreme Court. If a scheme of arrangement receives all necessary agreements and sanctions, upon the filing of the court order with the Registrar of Companies in Bermuda, all holders of shares could be compelled to sell their shares under the terms of the scheme of arrangement; | |
| by acquiring pursuant to a tender offer 90 percent of the shares or class of shares not already owned by, or by a nominee for, the acquiring party (the offeror), or any of its subsidiaries. If an offeror has, within four months after the making of an offer for all the shares or class of shares not owned by, or by a nominee for, the offeror, or any of its subsidiaries, obtained the approval of the holders of 90 percent or more of all the shares to which the offer relates, the offeror may, at any time within two months beginning with the date on which the approval was obtained, by notice acquire the shares of any nontendering shareholder on the same terms as the original offer unless the Supreme Court of Bermuda (on application made within a one-month period from the date of the offerors notice of its intention to acquire such shares) orders otherwise; and | |
| where the acquiring party or parties hold not less than 95 percent of the shares or a class of shares of the company, by acquiring, pursuant to a notice given to the remaining shareholders or class of shareholders, the shares of such remaining shareholders or class of shareholders. When this notice is given, the acquiring party is entitled and bound to acquire the shares of the remaining shareholders on the terms set out in the notice, unless a remaining shareholder, within one month of receiving such notice, applies to the Supreme Court of Bermuda for an appraisal of the value of their shares. This provision only applies where the acquiring party offers the same terms to all holders of shares whose shares are being acquired. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 89 | ||
Shareholder Suits
Under Bermuda law, there are three main types of shareholder suits. The courts of Bermuda will have exclusive jurisdiction with respect to any such suits brought by Shareholders against New Cushman Wakefield or its directors.
The first is an unfair prejudice petition under Section 111 of the Bermuda Companies Act. When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the companys affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.
The second is a derivative claim. The Bermuda courts would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the companys memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the companys shareholders than that which actually approved the act.
The third is a person claim if a shareholders individual rights as a shareholder have been infringed (e.g., for violation of certain statutory rights).
Class actions are not available to shareholders under Bermuda law.
The New Cushman Wakefield Bye-laws contain a provision by virtue of which the New Cushman Wakefield Shareholders waive any claim or right of action that they may at any time have, both individually and on New Cushman Wakefields behalf, against any director or officer in relation to any action or failure to take action by such director or officer in the performance of his or her duties for New Cushman Wakefield, except in respect of any fraud or dishonesty of such director or officer, or to recover any gain, personal profit or advantage to which such director or officer is not legally entitled.
Limitation on Liability and Indemnification
Section 98 of the Bermuda Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Bermuda Companies Act.
The New Cushman Wakefield Bye-laws provide that New Cushman Wakefield will indemnify New Cushman Wakefields officers and directors in respect of their actions and omissions in the conduct of New Cushman Wakefields business or in the discharge of their duties, except in respect of any matter prohibited under Bermuda law, and that New Cushman Wakefield will advance funds to New Cushman Wakefields officers and directors for expenses incurred in their defense upon receipt of an undertaking by the applicable officer or director to repay the funds if any allegation of fraud or dishonesty is proved. Section 98A of the Bermuda Companies Act permits New Cushman Wakefield to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director. New Cushman Wakefield expects to purchase and maintain a directors and officers liability policy for such purpose. Overall, the new indemnification provisions applicable to New Cushman Wakefields officers and directors following the Redomiciliation are in line with customary U.S. indemnification provisions, and will make it easier for New Cushman Wakefield to attract and retain new directors going forward.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 90 | ||
Access to Books and Records and Dissemination ofInformation
Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the companys memorandum of association, including its objects and powers, and certain alterations to the memorandum of association. A companys shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the companys audited financial statements, which must be presented at the annual general meeting. The register of members of a company is also open to inspection by shareholders and by members of the general public without charge. The register of members is required to be open for inspection for not less than two hours in any business day (subject to the ability of a company to close the register of members for not more than thirty days in a year). A company is required to maintain its register of members in Bermuda but may, subject to the provisions of the Bermuda Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.
Transfers of Shares
Where New Cushman Wakefields shares are listed or admitted to trading on any appointed stock exchange, such as the NYSE, they will be transferred in accordance with the rules and regulations of such exchange.
Certain Provisions of Bermuda Law
New Cushman Wakefield will be designated by the BMA as a non-resident for Bermuda exchange control purposes. This designation allows New Cushman Wakefield to engage in transactions denominated in currencies other than the Bermuda dollar, and there are no restrictions on New Cushman Wakefields ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to residents and non-residents of Bermuda who are New Cushman Wakefield Shareholders.
The BMA, pursuant to its statement of June 1, 2005, has given its general permission under the Exchange Control Act and related regulations for the issue and free transferability of all of New Cushman Wakefields equity securities and non-equity securities (which would collectively include the New Cushman Wakefield Shares) to and between residents and non-residents of Bermuda for exchange control purposes, provided at least one class of New Cushman Wakefield Shares remains listed on an appointed stock exchange, which includes the NYSE. Approvals or permissions given by the BMA do not constitute a guarantee by the BMA as to New Cushman Wakefields performance or New Cushman Wakefields creditworthiness. Accordingly, in giving such consent or permissions, neither the BMA nor the Registrar of Companies in Bermuda will be liable for the financial soundness, performance or default of New Cushman Wakefields business or for the correctness of any opinions or statements expressed in this Document. Certain issues and transfers of common shares involving persons deemed resident in Bermuda for exchange control purposes require the specific consent of the BMA.
In accordance with Bermuda law, share certificates are issued only in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity (for example, as a trustee), certificates may, at the request of the shareholder, record the capacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, New Cushman Wakefield is not bound to investigate or see to the execution of any such trust.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 91 | ||
Transfer Agent and Registrar
A register of holders of the New Cushman Wakefield Shares will be maintained by Appleby Global Corporate Services (Bermuda) Ltd. in Bermuda, and a branch register will be maintained in the United States by Computershare Trust Company, N.A., which will serve as branch registrar and transfer agent.
| Appleby Global Corporate Services | Computershare Trust Company, N.A. | |||
| (Bermuda) Limited | 150 Royall Street | |||
| Canons Court | Canton, MA 02121 | |||
| 22 Victoria Street | ||||
| Hamilton HM 12 | ||||
| Bermuda | ||||
Comparison of the Rights of Cushman Wakefield Shareholders and New Cushman Wakefield Shareholders
Your rights as a Cushman Wakefield Shareholder are governed by English law and the Articles. After the Scheme becomes effective, you will own New Cushman Wakefield Shares and have the rights of a New Cushman Wakefield Shareholder, which will be governed by Bermuda law, the New Cushman Wakefield Memorandum of Association, and the New Cushman Wakefield Bye-laws.
The economic and voting rights of Cushman Wakefield Shares and New Cushman Wakefield Shares are similar. However, there are differences between your rights under applicable English and Bermuda law. In addition, there are differences between the Articles and the New Cushman Wakefield Bye-laws.
The following discussion is a summary comparison of your rights as a holder of Cushman Wakefield Shares and your rights that would result from the Scheme and holding New Cushman Wakefield Shares, including any material differences in such rights. However, this summary does not cover all the differences between English law and Bermuda law affecting companies and their shareholders or all of the differences between the Articles, the New Cushman Wakefield Memorandum of Association and the New Cushman Wakefield Bye-laws. While we believe this summary is accurate in all material respects, the following descriptions are qualified in their entirety by reference to the complete text of the relevant provisions of applicable English law, Bermuda law, the Articles and the New Cushman Wakefield Bye-laws. We encourage you to read those laws and documents in their entirety. The New Cushman Wakefield Bye-laws, in substantially the form attached to this Document as the Annex, will govern New Cushman Wakefield with effect from the Effective Date. For information as to how you can obtain a copy of the Articles, see Part V Additional Information Where You Can Find More Information.
|
Provisions
Applicable to Cushman
Wakefield Shareholders |
Provisions
Applicable to New Cushman
Wakefield Shareholders |
|||
| Voting Rights, Voting Generally, Supermajority Vote Requirements | ||||
| Authorized Shares and Votes per Share | ||||
| The Cushman Wakefield Shares issued as of August 26 , 2025 are as follows: 231,531,216 Cushman Wakefield Shares with a nominal value of US$0.10 per share. Pursuant to resolutions passed by Shareholders at the Companys Annual General Meeting held in 2023, the Company obtained an authority to issue up to an aggregate amount of US$57,295,202 Cushman Wakefield Shares (which shares may be issued on a non-pre-emptive basis), but which will expire on the fifth anniversary of the date of the resolution. | New Cushman Wakefield will have an authorized share capital of US$80,000,000 aggregate nominal value, of which approximately US$ 23,153,121.60 will be utilized at the Effective Date to issue the New Cushman Wakefield Shares on the Effective Date, which we anticipate will be approximately 231,531,216 New Cushman Wakefield Shares, par value US$0.10 per share, based on the number of Cushman Wakefield Shares outstanding as of August 26 , 2025, the last practicable date prior to the mailing of this Document. The remaining portion of the aggregate nominal value may be allocated by the New Cushman Wakefield Board from time to time to issue shares of any class of shares authorized by the New Cushman Wakefield Bye-laws or approved by the New Cushman Wakefield Shareholders. | |||
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 92 |
|
Provisions
Applicable to Cushman
Wakefield Shareholders |
Provisions
Applicable to New Cushman
Wakefield Shareholders |
|||
| Each Cushman Wakefield Share has one vote. | Each New Cushman Wakefield Share has one vote. | |||
| Preference Shares | ||||
|
Preference shares can be issued by Cushman Wakefield under the laws of England and Wales and the Articles with such rights and restrictions as may be determined either by the Shareholders by ordinary resolution or, if the Shareholders pass an ordinary resolution to so authorize the Board, the Board. In order to allot and issue any such preference shares, the Board would generally need to be authorized by an ordinary resolution and, to the extent that any such preference shares were to be issued on a non-pre-emptive basis, the Board would need to be authorized to disapply existing Shareholders statutory pre-emption rights bya special resolution. Pursuant to resolutions passed by Shareholders at the Companys Annual General Meeting held in 2023, the Company obtained an authority to issue up to an aggregate amount of US$57,295,202 of Cushman Wakefield Shares (which shares may be issued on a non-pre-emptive basis), but which will expire on the fifth anniversary of the date of the resolution. |
If the New Cushman Wakefield Bye-laws are adopted, the New Cushman Wakefield Board may designate any authorized but unissued shares as preference shares (see Part V Additional Information Comparison of the Rights of Cushman Wakefield Shareholders and New Cushman Wakefield Shareholders Authorized Shares and Votes per Share). Such preference shares may be issued by New Cushman Wakefield in the future with such rights, preferences and designations as determined by the New Cushman Wakefield Board, without further action by the Shareholders. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ) if the non-binding, advisory vote in respect of such Advisory Resolution evidences substantial Shareholder opposition. If the Board chooses to exercise such discretion in connection with Advisory Resolution No. 3 ( Bye-law Provision: Authorization of Preference Shares ), this provision will not be adopted in the New Cushman Wakefield Bye-laws and the New Cushman Wakefield Board will not be able to issue preference shares without the future approval of the New Cushman Wakefield Shareholders. The New Cushman Wakefield Board will not use its power to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of Shareholders. In addition, pursuant to Bermuda law and the New Cushman Wakefield Bye-laws, the New Cushman Wakefield Board may, subject to restrictions on its ability to issue shares without shareholder approval (except in respect of the New Cushman Wakefield Shares and preference shares), (a) divide its issued and outstanding shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions, (b) consolidate and divide all or any of its shares into shares of larger par value than its existing shares, (c) sub-divide the shares into shares of smaller par value than is fixed by the New Cushman Wakefield Memorandum of Association, and (d) make provision for the allotment and issue of shares which do not carry any voting rights. |
|||
| Ranking of Shares | ||||
| The Cushman Wakefield Shares rank equally for all purposes (e.g., dividends, capitalization of profits, windingup). | The New Cushman Wakefield Shares rank equally for all purposes (e.g., dividends, capitalization of profits, windingup). |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 93 |
|
Provisions Applicable to Cushman
WakefieldShareholders |
Provisions
Applicable to New Cushman
Wakefield Shareholders |
|||
| Ordinary and Special Resolutions Generally | ||||
|
Under English law and the Articles, certain matters require an ordinary resolution, which must be approved by at least a majority of the votes cast at a quorate general meeting of shareholders, and certain other matters require a special resolution, which requires the affirmative vote of at least 75 percent of the votes cast at a quorate general meeting of shareholders. An ordinary resolution is needed to (among other things) remove a director, provide, vary or renew the directors authority to allot shares, approve substantial property transactions with directors or their connected persons, and appoint directors. A special resolution is needed to (among other things) alter a companys articles of association, exclude statutory pre-emption rights on allotment of securities for cash (for up to five years), reduce a companys share capital, liquidate the company, and re-register a public company as a private company (or vice versa). |
Under Bermuda law, subject to other standards that may be provided in a companys bye-laws, most actions or resolutions requiring approval of the shareholders may be passed by a simple majority of votes cast at a quorate general meeting of shareholders. Under the Bermuda Companies Act, certain matters have a different voting requirement. These include: (a) re-registration of a limited liability company as an unlimited liability company (which requires the consent of all shareholders), (b) waiving the laying of accounts before a general meeting and waiving the appointment of an auditor (which requires the consent of all shareholders), (c) the removal of an auditor before the expiration of the auditors term of office (which requires a resolution passed by at least two-thirds of the votes cast at a quorate general meeting), and (d) subject to certain limited exceptions, the making of a loan or the provision of a guarantee or other security to any person who is a director of the company or a director of its holding company (and to certain connected persons such as spouses or children of the director or to a company of which the director, their spouse or children own or control directly or indirectly more than twenty percent of the capital or loan debt) (which requires the consent of 90 percent of the total voting rights of all issued and outstanding shares). | |||
| Voting on Resolutions | ||||
| The Articles require that, for so long as any New Cushman Wakefield Shares are held in a settlement system operated by a depositary, any resolution put to a vote at a general meeting of shareholders is decided on a poll. | The New Cushman Wakefield Bye-laws require that any resolution put to a vote at a general meeting of shareholders is decided on a poll. Resolutions are approved by a simple majority of votes cast, unless a greater majority is specified by the Bermuda Companies Acts or the New Cushman Wakefield Bye-laws. Cumulative voting is prohibited. | |||
| Dividends and Distributions | ||||
| Financial / Legal Limitations | ||||
| Under English law, Cushman Wakefield may not pay dividends unless Cushman Wakefield has sufficient available distributable reserves to do so and the assets of Cushman Wakefield are not, and following the dividend will not be, less than the aggregate of its issued and called-up share capital and undistributable reserves. A companys distributable reserves, according to the Companies Act, are a companys accumulated realized profits, to the extent not previously utilized by distribution or capitalization, less its accumulated realized losses, to the extent not previously written off in a reduction or reorganization of capital duly made. | Under Bermuda law, New Cushman Wakefield may not declare or pay dividends if there are reasonable grounds for believing that: (a) New Cushman Wakefield is, or would after the payment be, unable to pay its liabilities as they become due, or (b) that the realizable value of its assets would thereby be less than its liabilities. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 94 |
|
Provisions
Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| Distributions | ||||
| For any dividend declared or in respect of the capitalization of profits, each holder of Cushman Wakefield Shares is entitled to the same dividend per share as any other holder of Cushman Wakefield Shares. | For any dividend declared or in respect of the capitalization of profits, each New Cushman Wakefield Shareholder will be entitled to the same dividend per share as any other New Cushman Wakefield Shareholder. | |||
| Shareholder Meetings | ||||
| Meeting Requests | ||||
| Meetings may be called by the Board and, under English law, must be called upon the request of Shareholders holding not less than five (5) percent of the paid-up capital of Cushman Wakefield carrying the right to vote at general meetings. | Meetings may be called by the New Cushman Wakefield Board and, under Bermuda law, must be called upon the request of New Cushman Wakefield Shareholders holding not less than ten (10) percent of the paid-up capital of New Cushman Wakefield carrying the right to vote at general meetings. | |||
| Hybrid / Virtual Shareholder Meetings | ||||
| Under the Articles, the Cushman Wakefield Board may decide to hold a general meeting as a combined in-person and virtual general meeting and, in such case, details of the means for Shareholders to attend and participate in the meeting, including the physical place or places of meeting and the electronic platforms to be used must be provided to Shareholders. Fully virtual meetings are not currently permitted under the Articles. | Under the New Cushman Wakefield Bye-laws, the New Cushman Wakefield Board may, in its sole discretion, determine that a general meeting may be held as: (a) an in-person meeting, (b) a combined in-person and virtual general meeting, or (c) a fully virtual meeting. | |||
| Notice of Shareholder Meetings | ||||
|
Under English law, shareholders must be given at least 14 clear days notice of a general meeting (21 clear days notice in the case of an annual general meeting), but the accidental failure to give notice to any person does not invalidate the proceedings at a meeting. Notice of general meetings must, among other things, specify the date and time of the meeting, place and purpose of the meeting and give notice of any special business. |
Under the New Cushman Wakefield Bye-laws, shareholders must be given at least 10 clear days but no more than 60 clear days notice of an annual general meeting or a special general meeting, but the unintentional failure to give notice to any person does not invalidate the proceedings at a meeting. Notice of general meetings must specify the place, the day and hour of the meeting and in the case of special general meetings, the general nature of the business to be considered. |
|||
| Quorum | ||||
| The quorum required at a general meeting is Shareholders who together represent at least the majority of the voting rights of all Shareholders entitled to vote, virtually, in person or by proxy, at the applicable meeting. | The quorum required at a general meeting is at least one Shareholder representing at least the majority of the voting rights of all Shareholders entitled to vote, virtually, in person or by proxy, at the applicable meeting. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 95 |
|
Provisions
Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| Advance Notice Procedures | ||||
|
Under the Companies Act: (a) one or more shareholders holding at least five (5) percent of the total voting rights of all shareholders who have the right to vote on the resolution at the annual general meeting to which a request relates, or (b) at least 100 shareholders who have a right to vote on the resolution and hold (on average) at least 100 per shareholder of paid-up share capital, can require Cushman Wakefield to give notice of any resolutions that may, and are intended to, be properly moved (i.e., put to shareholders) at the next annual general meeting (including, for the avoidance of doubt, a resolution electing a director). The request must be received at least six weeks before the relevant annual general meeting or if later, the time at which notice of the meeting is given. A request may not propose any resolution which, if proposed, would be ineffective (whether by reason of inconsistency with the Articles, English law, or otherwise). The Articles provide that Cushman Wakefield Shareholders have further notification requirements in addition to the default position under English law in order to bring a resolution before a meeting of Shareholders, which are driven by U.S. disclosure and other requirements. For notices relating to the nomination for election or re-election of directors, Shareholders must provide all information required to be disclosed in a proxy statement or other filings required in connection with solicitations of proxies for election of directors or as required under Regulation 14A under the U.S. Exchange Act and take all applicable steps as required under Regulation 14A, including the nominees written consent to be named in the proxy statement as a nominee and to serving as a director if elected. For business other than director nominations, Shareholders must provide a brief description of the business desired to be brought before the meeting, the reasons for conducting such business and any material interest in such business of such shareholder(s), if any. |
Under the Bermuda Companies Act, in respect of an annual general meeting: (a) one or more shareholders holding at least five (5) percent of the total voting rights of all shareholders who have a right to vote at the meeting to which a requisition relates, or (b) at least 100 shareholders, can require New Cushman Wakefield to give notice of any resolutions which may properly be moved, and are intended to be moved, at the next annual general meeting. Notice of such resolutions may be given by New Cushman Wakefield by any manner permitted for the service of notice under the New Cushman Wakefield Bye-laws and shall be given in the same manner and, as far as practicable, at the same time as the notice of the annual general meeting. The request must be received at least six weeks before the annual general meeting, unless the annual general meeting is called for a date sixweeks or less after the request is received. A request may not propose any resolution which the New Cushman Wakefield Shareholders would not ordinarily be entitled to vote upon under the New Cushman Wakefield Bye-laws. The New Cushman Wakefield Bye-laws provide that New Cushman Wakefield Shareholders have further notification requirements in addition to the default position under Bermuda law in order to bring a resolution before a meeting of Shareholders, which are driven by U.S. disclosure and other requirements. For notices relating to the nomination for election or re-election of directors, Shareholders must provide all information required to be disclosed in a proxy statement or other filings required in connection with solicitations of proxies for election of directors or as required under Regulation 14A under the U.S. Exchange Act and take all applicable steps as required under Regulation 14A, including the nominees written consent to be named in the proxy statement as a nominee and to serving as a director if elected. For business other than director nominations, Shareholders must provide a brief description of the business desired to be brought before the meeting, the reasons for conducting such business and any material interest in such business of such shareholder(s), if any. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 96 |
|
Provisions
Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| A shareholders notice must be delivered to the secretary not earlier than the close of business on the 120 th day and not later than the close of business on the 90 th day prior to the first anniversary of the preceding years annual general meeting; provided, however, that in the event that the date of the annual general meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120 th day prior to the date of such annual general meeting and not later than the close of business on the later of: (a) the 90 th day prior to the date of such annual general meeting, or (b) the 10 th day following the day on which public announcement of the date of such meeting is first made by Cushman Wakefield. | To be timely, a shareholders notice must be delivered to New Cushman Wakefields registered office not earlier than the close of business on the 120 th calendar day nor later than the close of business on the 90 th calendar day prior to the date of the first anniversary of the preceding years annual general meeting. If the date of an annual general meeting is more than 30 calendar days before or more than 60 calendar days after the date of the first anniversary of the preceding years annual general meeting, notice by the member must be delivered in writing not earlier than the close of business on the 120 th calendar day prior to such annual general meeting and not later than the close of business on the later of: (a) the 90 th calendar day prior to such annual general meeting, and (b) the 10 th calendar day after the day on which public announcement of the date of such annual general meeting is first made by New Cushman Wakefield. | |||
| Member Proposals | ||||
| The Articles outlines requirements for Shareholders who intend to require the company to convene a General Meeting or propose a resolution at such meeting. Shareholders must provide detailed information, including disclosures about nominees for director positions, descriptions of other business proposals, and any associated persons. These requirements align with English law and Regulation 14A under the U.S. Exchange Act. Requests must be submitted in writing to the company secretary within specific timeframes relative to the anniversary of the previous annual general meeting. Failure to comply with these stipulations may result in the Shareholders inability to vote on the proposed matters. | The New Cushman Wakefield Bye-laws preserves the provisions relating to Shareholders proposals in the Articles, while being tailored to be in compliance with Bermuda Companies Act. Key aspects include providing information on director nominations in accordance with the U.S. Exchange Act, securing the nominees consent, outlining business proposals, and disclosing financial interests of the Shareholders and associated persons. The Shareholders must submit the request within specified time frames relative to the annual general meeting. Failure to comply with these stipulations may result in the Shareholders inability to vote on the proposed matters. | |||
| Shareholders Votes for Certain Matters | ||||
| Amendments to the Constitutional Documents | ||||
| Under English law, a special resolution (75 percent majority of the votes cast) of the shareholders is required to amend the Articles. The Cushman Wakefield Board does not have the power to amend the Articles without shareholder approval. | Bermuda law provides that the memorandum of association of a company may be amended by a resolution passed at a general meeting of shareholders, and that a companys bye-laws may be amended by a resolution of its board and a resolution passed at a general meeting of shareholders. Under the New Cushman Wakefield Bye-laws, the affirmative vote of a majority of the directors of New Cushman Wakefield and the holders of a majority of the issued New Cushman Wakefield Shares entitled to vote at a general meeting will be required in order for New Cushman Wakefield to amend the New Cushman Wakefield Bye-laws or the New Cushman Wakefield Memorandum of Association. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 97 |
|
Provisions
Applicable to Cushman
Wakefield Shareholders |
Provisions
Applicable to New Cushman
Wakefield Shareholders |
|||
| Supermajority Shareholder Voting Provisions | ||||
|
Under English law, approval by special resolution (75percent majority of the votes cast) of shareholders is required in order for Cushman Wakefield to take the following actions (among others): excluding statutory pre-emption rights on the allotment and issue of securities for cash; reducing Cushman Wakefields share capital; re-registering Cushman Wakefield as a private company; or liquidating Cushman Wakefield. If any such actions amount to a variation of the rights attached to a class of Cushman Wakefield Shares (e.g., an amendment to the Articles which varies or abrogates the rights of an existing class), a separate class vote of the relevant class of Cushman Wakefield Shares is also required. |
Under the New Cushman Wakefield Bye-laws, there are no actions that require approval from a supermajority of New Cushman Wakefield Shareholders. | |||
| Takeovers / Mergers | ||||
|
Under English law, an acquiring party is generally able to ensure it acquires all of the outstanding shares of a company in the following ways:
by a court-approved scheme of arrangement, which requires the approval of a majority in number of shareholders representing at least 75 percent in value of the shareholders or class of shareholders composed in the scheme present and voting in person or by proxy at a special meeting convened by order of the court; or
by way of a takeover offer where acceptances are received from shareholders representing 90 percent (in value and in voting rights) of the shares or class of shares not already owned by the offeror. Statutory mergers under which only one company survives are not available under English law. |
Under Bermuda law, an acquiring party is generally able to ensure it acquires all of the issued and outstanding shares of a company in the following ways:
by a court-approved scheme of arrangement, which requires the agreement of holders of common shares representing in the aggregate a majority in number and at least 75 percent in par value of the common shareholders present and voting at a court ordered meeting or meetings held to consider the scheme; by acquiring pursuant to a tender offer 90 percent of the shares or class of shares not already owned by, or by a nominee for, the acquiring party (the offeror), orany of its subsidiaries; or
where the acquiring party or parties hold not less than 95 percent of the shares or a class of shares of the company, by acquiring, pursuant to a notice given to the remaining shareholders or class of shareholders, the shares of such remaining shareholders or class ofshareholders. Statutory mergers are available under Bermuda law. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 98 |
|
Provisions
Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| Mandatory Offer Provisions | ||||
|
The Articles contain mandatory offer provisions, which incorporate by reference certain provisions of the U.K. City Code on Takeovers and Mergers. In particular, a person (other than a Depositary (as defined in the Articles)) may not: (a) effect a Prohibited Acquisition (as defined in the Articles), (b) acquire an interest in Cushman Wakefield Shares carrying 30% or more of the voting rights, or (c) if such person already has an interest in Cushman Wakefield shares carrying between 30% to 50% of the voting rights, increasing their percentage holdings of voting Cushman Wakefield Shares, in each case unless such acquisition is a Permitted Acquisition (or certain other specific exceptions apply). A Permitted Acquisition is defined in detail in the Articles and includes an acquisition that is: (a) approved by the Board in advance, (b) made as a result of a voluntary offer for all of the issued and outstanding shares of the Company (subject to certain parameters regarding consideration) which is in compliance with the City Code on Takeovers and Mergers, (c) made pursuant to a single transaction causing a breach of the percentage limits described above, as long as the acquirer makes an offer implemented in accordance with Rule 9 (and other relevant provisions) of the City Code on Takeovers and Mergers, (d) approved by ordinary resolution of shareholders passed at a general meeting, or (e) results from certain corporate actions by the Company. |
No mandatory offer provisions will apply to New Cushman Wakefield. | |||
| Other Shareholder Rights | ||||
| Pre-emption Rights | ||||
|
Under English law, the issue for cash of equity securities (including rights to subscribe for, or convert securities into, such equity securities) must be offered first to the existing ordinary shareholders in proportion to the respective nominal amounts (i.e., par values) of their holdings. English law permits a companys shareholders by special resolution or a provision in a companys articles of association to exclude pre-emption rights for a period of up to five years. Pursuant to resolutions passed by Shareholders at the Companys Annual General Meeting held in 2023, the Company obtained an authority to issue up to an aggregate amount of US$57,295,202 Cushman Wakefield Shares (which shares may be issued on a non-pre-emptive basis), but which will expire on the fifth anniversary of the date of the resolution. |
Bermuda law does not impose statutory pre-emption rights on the allotment and issue of shares of Bermuda companies. Under the New Cushman Wakefield Bye-laws, New Cushman Wakefield Shareholders will not be entitled to pre-emption rights with respect to any issue of shares by New Cushman Wakefield. However, New Cushman Wakefield will remain subject to the NYSE Shareholder Approval Rule, which requires shareholder approval prior to the issue of New Cushman Wakefield Shares, or of securities convertible into or exercisable for New Cushman Wakefield Shares, in certain cases, if the securities to be issued amount to 20 percent or more of the shares or voting power outstanding before the issue of such securities or would result in a change of control. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 99 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| Variation of Class Rights | ||||
|
Under English law and the Articles, rights attached to a class of Cushman Wakefield Shares may only be varied: (a) with the consent of the holders of 75 percent in nominal value of the issued shares of that class, excluding any shares held as treasury shares, or (b) with the sanction of a special resolution passed by 75 percent of the shares voted at a separate meeting of the holders of that class. Under English law and the Articles, the following are deemed not to vary the rights attaching to any class of Cushman Wakefield Shares, unless expressly provided by the rights attached to such shares: (a) the issue of further shares ranking in priority to, pari passu with or subsequent to, the relevant class of Cushman Wakefield Shares, and (b) the purchase or redemption by Cushman Wakefield of its own shares. |
Under the New Cushman Wakefield Bye-laws, if at any time the capital of New Cushman Wakefield is divided into different classes of shares, all or any of the rights attaching to any existing class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated (whether or not New Cushman Wakefield is being wound up) with the written consent of 75% of the holders of the issued shares of such class or with the sanction of a resolution passed by a simple majority of the holders of the issued shares of such class at a separate general meeting of the holders of such class of shares, where the quorum for such meeting shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the relevant class. In addition, the New Cushman Wakefield Bye-laws provide that, unless otherwise expressly provided by the rights attached to any share or class of shares, the issue of further shares ranking in priority to, pari passu with, or subsequent to, any existing share or class of shares (including without limitation, preference shares issued), the purchase or redemption by New Cushman Wakefield of any of its own shares and any alteration of capital permitted by Bermuda law and the New Cushman Wakefield Bye-laws shall be deemed not to vary or abrogate rights attaching to any shares or classes of shares of New Cushman Wakefield. The rights conferred upon the holders of any shares shall not, unless expressly provided in the terms of those rights, be deemed to be altered or abrogated by: the creation or issue of further shares, whether such shares rank in priority to, pari passu with, or subsequent to, any existing share or class of shares (including, without limitation, any preference shares issued), provided that this shall not limit or restrict the adoption, implementation, amendment, operation, or effects of any shareholder rights plan pursuant to the New Cushman Wakefield Bye-laws (including, without limitation, the issue of rights, shares, or other securities in connection therewith); the purchase, redemption, or other repurchase of any shares by New Cushman Wakefield; any alteration of New Cushman Wakefields share capital in accordance with the Bermuda Companies Acts and the New Cushman Wakefield Bye-laws; and the adoption, implementation, amendment, operation, or effects of any shareholder rights plan pursuant to the New Cushman Wakefield Bye-laws, including the issue of rights, shares, or other securities in connection therewith. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 100 |
|
Provisions
Applicable to Cushman
Wakefield Shareholders |
Provisions
Applicable to New Cushman
Wakefield Shareholders |
|||
| Shareholder Suits | ||||
|
Shareholder suits are less common and more difficult to bring in the U.K. than certain U.S. jurisdictions, including, for example, Delaware. Under English law, there are three main types of shareholder suits. The courts of England and Wales will have exclusive jurisdiction with respect to any such suits brought by shareholders against the Company or thedirectors. The first is an unfair prejudice claim which vests with the shareholders directly and gives shareholders the right to petition the court for relief where the affairs of the Company are or have been, conducted in manner unfairly prejudicial to the interests of the members, either generally or in part, or where an actual or proposed act or omission of the Company is, or would be, so prejudicial. The second is a derivative claim for claims vesting in the Company but for which shareholders are entitled to bring the claim provided the court has granted its permission. In making its decision on whether to permit a shareholder to bring a derivative claim, the court will consider a number of discretionary factors such as, among others, whether the shareholder is acting in good faith and whether the company has chosen not to pursue the claim. The third is a person claim if a shareholders individual rights as a shareholder have been infringed. |
Shareholder suits are less common and more difficult to bring in Bermuda than certain U.S. jurisdictions, including, for example, Delaware. Under Bermuda law, there are three main types of shareholder suits. The courts of Bermuda will have exclusive jurisdiction with respect to any such suits brought by shareholders against New Cushman Wakefield or its directors. The first is an unfair prejudice petition under Section 111 of the Bermuda Companies Act. When the affairs of a company are being conducted in a manner that is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the companys affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company. The second is a derivative claim. The Bermuda courts would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the companys memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or, for instance, where an act requires the approval of a greater percentage of the companys shareholders than that which actually approved the act. The third is a person claim if a shareholders individual rights as a shareholder have been infringed. Class actions are not available to shareholders under Bermuda law. |
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| Dissenters Right of Appraisal | ||||
| No dissenters / appraisal rights are available under English law. |
A dissenting shareholder that did not vote in favor of a statutory amalgamation or merger of a Bermuda exempted company limited by shares is entitled to be paid the fair value of his or her shares in an amalgamation or merger as appraised by the Bermuda Supreme Court. Where the holders of not less than 95 percent of the shares or any class of shares of a company give notice for the compulsory acquisition of the remaining shareholders, shareholders who are subject to such notice may apply to the Bermuda Supreme Court for an appraisal of the value of their shares. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 101 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| Shareholder Rights Plans | ||||
|
Under the Articles, Cushman Wakefield is authorized to establish a shareholder rights plan, which can be on any terms and take such form as the Cushman Wakefield Board may decide. Subject to applicable English law (including compliance by the Cushman Wakefield Board with its duties under the Companies Act), the Cushman Wakefield Board may grant rights: (a) to subscribe for shares of the Company, and/or (b) to acquire depositary interests which would be issued by the relevant depositary (to whom Cushman Wakefield would issue new shares in connection therewith), in each case in accordance with the terms of such shareholder rights plan. The Cushman Wakefield Board may determine not to redeem such rights and to: (a) allot shares of Cushman Wakefield pursuant to the exercise of such rights, or (b)exchange or cause to be exchanged all or part of such rights (in each case, other than rights held by an Acquiring Person) for Cushman Wakefield Shares and/or another class or series of shares, in each case in accordance with the terms of such shareholder rights plan. The purposes for which the Cushman Wakefield Board is entitled to establish such shareholder rights plan, to grant rights and to allot shares in accordance therewith shall include where, in the opinion of the majority of the Cushman Wakefield directors, to do so would improve the likelihood that: (a) any process which may result in an acquisition or change of control of Cushman Wakefield is conducted in an orderly manner, (b) an optimum price for shares (or depositary interests) would be received by or on behalf of all Shareholders, (c) the Cushman Wakefield Board would have additional time to gather relevant information or pursue appropriate strategies, (d) the success of Cushman Wakefield would be promoted for the benefit of its Shareholders as a whole, (e) the long term interests of Cushman Wakefield, its employees, its members and its business would be safeguarded, and/or (f) Cushman Wakefield would not suffer serious economic harm. |
Under the New Cushman Wakefield Bye-laws, New Cushman Wakefield is authorized to establish a shareholder rights plan, which can be on any terms and take such form as the New Cushman Wakefield Board may decide. Subject to applicable Bermuda law (as described above), the New Cushman Wakefield Board may grant rights: (a) to subscribe for shares of New Cushman Wakefield, and/or (b) to acquire depositary interests which would be issued by the relevant depositary (to whom New Cushman Wakefield would issue new shares in connection therewith), in each case in accordance with the terms of such shareholder rightsplan. Subject to the Bermuda Companies Act, the New Cushman Wakefield Board may determine not to redeem such rights and allot New Cushman Wakefield Shares pursuant to the exercise of such rights or to exchange all or a part of such rights, in each case in its absolute discretion in accordance with the terms of any such shareholder rights plan. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 102 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| Purchase of Shares | ||||
| Share Buybacks | ||||
|
Under English law, a company may, in certain circumstances, purchase its own shares either: (a) on-market on a recognized stock exchange, which does not include the NYSE (and so this method cannot currently be utilized by Cushman Wakefield), or (b) off-market (i.e., other than on a recognized stock exchange). For Cushman Wakefield to make off-market purchases of Cushman Wakefield Shares, its shareholders must provide authorization to the Company to do so by way of an ordinary resolution. Such authorization must specify an expiry date with a maximum period of five years before it is required to be renewed. Cushman Wakefields current share buyback program, with share purchases authorized in an amount not to exceed US$300,000,000, is scheduled to expire in September 2027. For an off-market purchase, the proposed purchase contract and the identity of the counterparty must be authorized by ordinary resolution of the shareholders before being entered into. The purchase contract must also be made available for inspection by the shareholders at Cushman Wakefields registered office at least 15 days ending with the date of the general meeting where the resolution to approve the purchase contract is being proposed and at the general meeting itself. |
Under Bermuda law and the New Cushman Wakefield Bye-laws, New Cushman Wakefield may purchase its own shares for cancellation or acquire them as treasury shares on such terms as the New Cushman Wakefield Board shall think appropriate, without any distinction between on-market and off-market purchases. The New Cushman Wakefield Board may exercise all the powers of New Cushman Wakefield to purchase or acquire all or any part of its own shares in accordance with the Bermuda Companies Act. | |||
| Directors | ||||
| Number of Directors | ||||
|
Under the Companies Act, the board must consist of at least two directors. The Articles require not fewer than five directors and not more than 11 directors. |
Under the Bermuda Companies Act, the board must consist of at least one director. Unless otherwise determined by a simple majority of the New Cushman Wakefield Board, the New Cushman Wakefield Bye-laws require not fewer than five directors and not more than 11 directors. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 103 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
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| Election and Removal | ||||
| The shareholders of a company incorporated in England and Wales may remove a director with or without cause by ordinary resolution, irrespective of any provisions in the companys articles of association, provided that 28 clear days notice of the resolution is given to the company. In addition, a person ceases to be a director of a company if he or she is requested in writing by a majority of the other directors to resign. | Pursuant to the New Cushman Wakefield Bye-laws, a director may be removed from office by Shareholders between Annual General Meetings by an ordinary resolution passed by a simple majority of votes cast at a special general meeting called for such purpose. Notice of the shareholders meeting convened to remove the director must be provided to the director not less than 14 days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his or her removal. | |||
| Shareholders of companies incorporated in England and Wales are not entitled to elect or remove directors by written resolution. |
The shareholders of a company incorporated in Bermuda may not act by written consent to elect or remove a director before the expiration of their term of office unless explicitly permitted by the companys bye-laws. Under the New Cushman Wakefield Bye-laws, anything which may be done by resolution of the Shareholders in a general meeting or by resolution of any class of Shareholders in a separate general meeting may be done by unanimous written consent, signed by all the Shareholders (or the holders of such class of shares) who would be entitled to attend a meeting and vote on such resolution if the resolution were voted on at a general meeting of the Shareholders. |
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| Where the election of a director is contested (i.e., the total number of proposed directors exceeds the total number of directors to be elected at the general meeting), the Articles provide a form of plurality voting applicable to such contested election of directors (i.e., the directors with the greatest number of votes are elected in descending order until the number of directors to be elected at such meeting is satisfied) instead of by ordinary resolution as would normally be required for the appointment ofdirectors. | Where the election of a director is contested (i.e., the total number of proposed directors exceeds the total number of directors to be elected at the general meeting), the New Cushman Wakefield Bye-laws provide a form of plurality voting applicable to such contested election of directors (i.e., the directors with the greatest number of votes are elected in descending order until the number of directors to be elected at such meeting is satisfied) instead of by ordinary resolution as would normally be required for the appointment of directors. Following their election, all directors, upon election or appointment (except upon re-election at an Annual General Meeting), must provide written acceptance of their appointment in such form as the New Cushman Wakefield Board may think fit, by notice in writing to the Registered Office within 30 days of their appointment. | |||
| Classified Board | ||||
| Under the Articles, except as otherwise determined by a majority of directors, the Board is divided into three classes that are, as nearly as possible, of equal size. Each class of directors is elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. | The New Cushman Wakefield Bye-laws provide for the declassification of the New Cushman Wakefield Board to be phased in gradually over a three-year period, beginning from New Cushman Wakefields first Annual General Meeting following the completion of the Redomiciliation. The declassification process will take place as follows: directors who stand for election at the 2026 Annual General Meeting will be eligible to be elected to serve a one-year term; directors who stand for election at the 2027 Annual General Meeting will be eligible to be elected to serve a one-year term; and directors who stand for election at the 2028 Annual General Meeting (and at each Annual General Meeting thereafter) will be eligible to be elected to serve a one-year term. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 104 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions
Applicable to New Cushman
Wakefield Shareholders |
|||
| Vacancies | ||||
| Shareholders may by ordinary resolution, and the Board may, appoint a person who is willing to act as a director, either to fill a vacancy or as an additional director. | The New Cushman Wakefield Bye-laws provide that any vacancies in the Board shall be filled by a resolution passed by a majority of the Shareholders entitled to vote present virtually, in person or by proxy and entitled to vote thereon at a general meeting or, if a vacancy is not filled by the New Cushman Wakefield Shareholders at any general meeting, so long as a quorum of New Cushman Wakefield directors remain in office, the New Cushman Wakefield Board shall have the power at any time and from time to time to appoint any person to be a director of New Cushman Wakefield to fill such vacancy. | |||
| Duties of Directors | ||||
|
Under the Companies Act, directors are required: to act in accordance with the companys constitution and exercise powers only for the purposes for which they are conferred; to act in a way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole; to exercise independent judgment; to exercise reasonable care, skill and diligence; to avoid conflicts of interest; to not accept benefits from third parties; and to declare any interest in proposed transactions with the company. |
Under Bermuda common law, directors of a company owe a fiduciary duty to the company to act in good faith in their dealings with or on behalf of the company and to exercise their powers and fulfill the duties of their office honestly. This duty includes the following essentialelements: to act in good faith in the best interests of the company;
not to make a personal profit from opportunities that arise from the office of director; a duty to avoid conflicts of interest; and a duty to exercise powers for the purpose for which such powers were intended. The Bermuda Companies Act imposes a duty on directors and officers of a Bermuda company: to act honestly and in good faith with a view to the best interests of the company; and
to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparablecircumstances. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 105 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| Conflicts of Interest / Related Party Transactions | ||||
|
Related party transactions are primarily governed under the NYSE Shareholder Approval Rule and our written Related Party Transaction Policies. Under English law, shareholder approval of related party transactions is generally not required, except as follows. Certain transactions between Cushman Wakefield and a director of Cushman Wakefield (or a person connected with such director, which includes, among others, companies in which the director is interested in at least 20percent of the share capital or is entitled to control more than 20 percent of the voting power) are prohibited under English law unless approved by the shareholders. These transactions include loans, quasi-loans, credit transactions and substantial property transactions (i.e., transactions involving the acquisition of substantial non-cash assets). Under English law, provided that a director has declared the nature and extent of his or her interest in a proposed transaction or arrangement with the Company, a director notwithstanding his or her office: may be party to, or otherwise interested in a transaction with the Company or in which it is otherwise (directly or indirectly) interested; may act in a professional capacity for the Company and is entitled to remuneration for professional services as if he or she were not a director; and may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise in, any body corporate. |
Related party transactions are primarily governed under the NYSE Shareholder Approval Rule and our written Related Party Transaction Policies. Under Bermuda law, shareholder approval of related party transactions is generally not required, except as follows. Bermuda law requires shareholder approval of a related party transaction (subject to certain limited exceptions) where a company proposes to make a loan or provide a guarantee or other security to any person who is a director of the company or a director of its holding company (and to certain connected persons such as spouses or children of the director or to a company of which the director, their spouse or children own or control directly or indirectly more than 20 percent of the capital or loan debt). Under Bermuda law, if a director discloses a direct or indirect interest in any contract or arrangement with New Cushman Wakefield as required by Bermuda law, such director will be entitled to vote in respect of any such contract or arrangement in which he or she is interested. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 106 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
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| Remuneration | ||||
|
English law requires Cushman Wakefield to hold a binding shareholder vote on its directors remuneration policy at least once every three years. Remuneration payments made to directors and former directors of a company incorporated in England and Wales need to be consistent with the terms of the approved remuneration policy or otherwise approved by shareholder resolution. The directors of a company incorporated in England and Wales must prepare a directors remuneration report annually. The directors remuneration report must form part of the annual financial statements and must be presented to the shareholders for approval at a generalmeeting. English law requires, in the case of officers who are considered directors under English law, that employment agreements with a guaranteed term of more than two years be subject to the prior approval of shareholders. Cushman Wakefield currently publishes its directors remuneration report and remuneration policy in both its U.K. Annual Report and in its annual proxy statement filed with the SEC. Cushman Wakefield is also subject to various compensation reporting requirements under the SEC and the NYSE rules and regulations, including the say on pay rules promulgated by the SEC, which require an advisory shareholder vote on executive pay at least every three years. |
Under Bermuda Law, directors may receive such compensation for attendance at any meetings of the New Cushman Wakefield Board (or a meeting of a committee) and any expenses incidental to the performance of their duties as the New Cushman Wakefield Board or a committee of the New Cushman Wakefield Board determines, without any requirement for approval of such remuneration by the shareholders. New Cushman Wakefield will remain subject to the same various compensation reporting requirements under the SEC and the NYSE rules and regulations, including the say on pay rules promulgated by the SEC, which require an advisory shareholder vote on executive pay at least every three years. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 107 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
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| Liability of Directors and Officers | ||||
|
Under English law, a company is permitted to indemnify a director against liability incurred by the director to a person other than the company or an associated company (subject to certain exceptions) and to purchase and maintain insurance for a director against any liability in connection with any negligence, default, breach of duty or breach of trust by him or her in relation to the company but is not otherwise permitted to exempt a director, or indemnify him or her against, liability in connection with any negligence, default, breach of duty or breach of trust by him or her in relation to the company. Shareholders can ratify by ordinary resolution a directors or certain officers conduct amounting to negligence, default, breach of duty or breach of trust in relation to the company. |
Section 98 of the Bermuda Companies Act provides generally that a Bermuda company may exempt its directors, officers and auditors from, and indemnify them against, any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. The New Cushman Wakefield Bye-laws contain a provision by virtue of which the New Cushman Wakefield Shareholders waive any claim or right of action that they may at any time have, both individually and on New Cushman Wakefields behalf, against any director or officer in relation to any action or failure to take action by such director or officer in the performance of his or her duties for New Cushman Wakefield, except in respect of any fraud or dishonesty of such director or officer, or to recover any gain, personal profit or advantage to which such director or officer is not legally entitled. Consequently, this waiver limits the right of Shareholders to assert claims against New Cushman Wakefields officers and directors unless the act or failure to act involves fraud or dishonesty or a gain, personal profit or advantage to which such director or officer is not legally entitled. Shareholders can ratify by a resolution in a general meeting a directors or certain officers conduct amounting to negligence, default, breach of duty or breach of trust in relation to the company. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 108 |
|
Provisions Applicable to Cushman
Wakefield Shareholders |
Provisions Applicable to New Cushman
Wakefield Shareholders |
|||
| Indemnification | ||||
|
The Articles include a provision that allows the Company to indemnify, to the extent permitted by law, any person who is or was a director of Cushman Wakefield against any loss or liability, whether in connection with any negligence, default, breach of duty or breach of trust by him or her or otherwise, in relation to the Company or any associated company. The Articles also include a provision that allows the Company to advance funds, to the extent permitted by law, to a director or officer of Cushman Wakefield in defending an investigation by a regulatory authority or any criminal or civil proceedings, in each case in connection with any negligence, default, breach of duty or breach of trust by the director or officer in relation to the Company or any associated company. |
The New Cushman Wakefield Bye-laws provide that New Cushman Wakefield will indemnify New Cushman Wakefields officers and directors in respect of their actions and omissions in the conduct of New Cushman Wakefields business or in the discharge of their duties, except in respect of any matter prohibited under Bermuda law, and that New Cushman Wakefield will advance funds to New Cushman Wakefields officers and directors for expenses incurred in their defense in any proceedings, whether civil or criminal, upon receipt of an undertaking by the applicable officer or director to repay the funds if any allegation of fraud or dishonesty is proved. Further, it provides that advances for legal costs must be authorized by the New Cushman Wakefield Board and specifies the conditions under which such advances will be approved, including a determination that the indemnity is appropriate based on the officer or director meeting the required standard of conduct. The New Cushman Wakefield Bye-laws indemnification provisions extend to cover situations where an officer or director, despite any potential defect in their appointment or election, is acting under the reasonable belief that they were properly appointed or elected. Specifically, even if there is a defect in the formal process of appointment or election, indemnification will be provided as if the officer or director were duly appointed or elected, ensuring that they are protected from liabilities incurred in the course of performing their duties. Additionally, it provides that indemnified individuals are not liable for the actions or omissions of other indemnified individuals. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 109 |
Information on the Cushman Wakefield and New Cushman Wakefield Directors
The Cushman Wakefield and New Cushman Wakefield Directors
The current directors and their respective functions are set forth in the table below, as of August 26 , 2025.
| Name | Age | Position | ||
| Michelle M. MacKay | 59 | Director, Chief Executive Officer | ||
| Billie Ida Williamson | 72 | Lead Independent Director | ||
| Susan Daimler | 48 | Director | ||
| Michelle Felman | 63 | Director | ||
| Jodie W. McLean | 56 | Director | ||
| Jennifer J. McPeek | 55 | Director | ||
| Angela Sun | 51 | Director | ||
| Rajesh Vennam | 51 | Director | ||
| Timothy Wennes | 57 | Director |
The New Cushman Wakefield directors and the executive officers of New Cushman Wakefield immediately after Effective Date will be the same as the directors and executive officers of Cushman Wakefield immediately prior to the Effective Date. If the Redomiciliation is completed, the declassification process will take place as follows: directors who stand for election at the 2026 Annual General Meeting (Class II directors) will be eligible to be elected to serve a one-year term; directors who stand for election at the 2027 Annual General Meeting (Class II and Class III directors) will be eligible to be elected to serve a one-year term; and directors who stand for election at the 2028 Annual General Meeting and at each Annual General Meeting thereafter (all directors) will be eligible to be elected to serve a one-year term.
Cushman Wakefields registered office is at 125 Old Broad Street, London, United Kingdom, EC2N 1AR.
Continuing Executive Officer and Director Positions
After the Effective Date, these persons, as the New Cushman Wakefield directors and the executive officers of New Cushman Wakefield will receive their remuneration from New Cushman Wakefield or one of its affiliates, and the total compensation to be paid to each of those individuals will not be varied as a result of the Redomiciliation. In addition, the responsibilities of individual New Cushman Wakefield directors and the executive officers will remain unchanged in all material respects following implementation of the Redomiciliation. The offer letters between the Company and each of Ms. MacKay and Mr. McDonald will be assigned to, and assumed by, New Cushman Wakefield.
Exculpation and Indemnification
Subject to the provisions of the Companies Act, the directors of Cushman Wakefield are currently indemnified against any liability incurred by such person for negligence, default, breach of duty or breach of trust in relation to the affairs of Cushman Wakefield. The New Cushman Wakefield Bye-laws contain similar indemnification provisions, although the scope of indemnification provided to the New Cushman Wakefield directors is limited in accordance with the Bermuda Companies Act. For more information on the limitations on the ability of a Bermuda company to indemnify its directors, see Part V Additional Information Comparison of the Rights of Cushman Wakefield Shareholders and New Cushman Wakefield Shareholders Indemnification.
In addition, in connection with the Redomiciliation, we expect that New Cushman Wakefield (or one or more of its subsidiaries) will enter into indemnification agreements (or deed poll indemnities) with or as to each of the New Cushman Wakefield directors and certain officers of New Cushman Wakefield, providing for the indemnification of, and advancement of expenses to, these persons. We expect that the indemnification and expense advancement provided under these indemnification agreements (or deed poll indemnities) will be similar to that which is currently afforded by Cushman Wakefield.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 110 |
Cushman Wakefield Equity Incentive Plans
The Cushman Wakefield Equity Incentive Plans and the award agreements, awards and arrangements outstanding thereunder provide for options, restricted stock units, performance share units or other rights to purchase or receive Cushman Wakefield Shares (or the right to receive benefits or amounts by reference to those Cushman Wakefield Shares).
Details of the proposals to be made to participants in the Cushman Wakefield Equity Incentive Plans as a result of the Scheme will shortly be sent to the participants. The following is a general summary of those proposals.
Exchange and Exercise of Awards
In connection with the Redomiciliation, New Cushman Wakefield will adopt and assume each of the Cushman Wakefield Equity Incentive Plans or make other arrangements for any outstanding awards under the Cushman Wakefield Equity Incentive Plans to be exercisable for or settled in New Cushman Wakefield Shares. To the extent required, the Cushman Wakefield Equity Incentive Plans will be amended, effective at the Scheme Record Time, to provide that all outstanding awards relating to Cushman Wakefield Shares will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equivalent number of New Cushman Wakefield Shares. All such awards will otherwise generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the Scheme Record Time. The rules of the relevant Cushman Wakefield Equity Incentive Plans and award agreements will continue to apply.
Employee Benefit Plans
At the Effective Date, the obligations of Cushman Wakefield with respect to each of its employee benefit and/or compensation plans, trusts, agreements, programs or arrangements shall be assumed by New Cushman Wakefield and shall be implemented and administered in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated.
Independent Auditors
The consolidated financial statements of Cushman Wakefield plc and its subsidiaries as of December 31, 2024 and 2023, and for each of the years in the three (3)-year period ended December 31, 2024, incorporated by reference into this Document, and the effectiveness of internal controls over financial reporting as of December 31, 2024, have been audited by KPMG LLP (U.S.), an independent registered public accounting firm, as stated in its report, which is incorporated by reference herein.
Where You Can Find More Information
Cushman Wakefield is subject to the informational requirements of the U.S. Exchange Act and in accordance therewith files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that Cushman Wakefield files with the SEC at the SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at +1(800) 732-0330 for further information on the public reference rooms. Cushman Wakefields SEC filings also are available to the public from commercial document retrieval services and at the SECs website at www.sec.gov. You may also access the SEC filings and obtain other information about Cushman Wakefield through the website maintained by Cushman Wakefield, which is https://ir.cushmanwakefield.com/financials/sec-filings/default.aspx. The information contained on the website is not incorporated by reference in this proxy statement.
Cushman Wakefield has filed this Document as a proxy statement on Schedule 14A with the SEC in connection with the Meetings to approve the Redomiciliation. This Document is not intended to be, and is not, a prospectus for purposes of the U.K. Financial Conduct Authoritys Prospectus Rules and Listing Rules.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 111 |
The SEC allows Cushman Wakefield to incorporate by reference into this Document the information that Cushman Wakefield files with the SEC, which means that Cushman Wakefield can disclose important information to you by referring you to those documents. Any information incorporated this way is considered to be part of this Document, and any information that we file later with the SEC will automatically update and supersede this information. SEC rules and regulations also allow Cushman Wakefield to furnish rather than file certain reports and information with the SEC. Any such reports or information which we have indicated as being furnished shall not be deemed to be incorporated by reference in, or otherwise be considered to be a part of, this Document, regardless of when furnished to the SEC. Cushman Wakefield incorporates by reference the following documents that it has filed with the SEC, and any future filings that it makes with the SEC following the date hereof and prior to the date of the General Meeting under Sections 13(a), 13(c), 14 or 15(d) of the U.S. Exchange Act (other than information furnished rather than filed):
| Cushman Wakefields Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025; |
| Cushman Wakefields Definitive Proxy Statement on Schedule 14A filed with the SEC on April 4, 2025; and |
| Cushman Wakefields current reports on Form 8-K (in each case, other than information and exhibits furnished to and not filed with the SEC in accordance with SEC rules and regulations) filed with the SEC since February20, 2025. |
You can obtain the documents incorporated by reference herein by accessing the SECs website at www.sec.gov. Cushman Wakefield will also provide you with copies of these documents without charge. These documents are available to any Shareholder, including any beneficial owner, upon request directed to Cushman Wakefield plc, 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606 United States, Attention: Investor Relations Department. You may also obtain copies of certain of these documents by accessing Cushman Wakefields website at www.cushmanwakefield.com, under the heading Investors SEC Filings. To ensure timely delivery of these documents, any such request must be made no later than 10 Business Days prior to the date of the Meetings. The exhibits to these documents generally will not be made available unless they are specifically incorporated by reference herein or are otherwise requested by you.
No person has been authorized to give any information or make any representations other than those included or incorporated by reference herein and, if given or made, such information or representations must not be relied upon as having been authorized by Cushman Wakefield, the directors, New Cushman Wakefield, the New Cushman Wakefield directors or any other person involved in the Scheme. Neither the delivery of this Document, the occurrence of the Meetings, the occurrence of the Court Hearing nor the filing of the Court Order (and the related statement of capital) shall, under any circumstances, create any implication that there has been no change in the affairs of Cushman Wakefield or New Cushman Wakefield since the date hereof or that the information included or incorporated by reference herein is correct as of any time subsequent to its date.
Publication on Website
A copy of this Document and the information incorporated by reference herein is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Cushman Wakefields website at www.cushmanwakefield.com.
Other Information
Security Ownership of Directors and Executive Officers
The following table sets forth information with respect to the beneficial ownership by each of our current directors and each of our named executive officers as described below, and by all of the directors and executive officers as a group, of outstanding Cushman Wakefield Shares.
The security ownership information is given as of August 26 , 2025 and, in the case of percentage ownership information, is based upon 231,531,216 Cushman Wakefield Shares outstanding on that date.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 112 |
So far as is known to Cushman Wakefield, the persons indicated below have sole voting power and sole dispositive power with respect to the Cushman Wakefield Shares indicated as owned by them, except as otherwise stated in the notes to the table.
| Name of Beneficial Owner |
Amount and Nature of
Beneficial Ownership | Voting Power | ||
| Michelle MacKay: Director, Chief Executive Officer | 262,041 | * | ||
| Neil Johnston: EVP, Chief Financial Officer | 192,727 | * | ||
| Andrew McDonald: Global President COO | 315,458 | * | ||
| Noelle Perkins: EVP, Chief Legal Officer Secretary | 52,835 | * | ||
| Nathaniel Robinson: EVP, Chief Investment Strategy Officer | 58,306 | * | ||
| Susan Daimler: Director | 0 | * | ||
| Michelle Felman: Director (1) | 27,844 | * | ||
| Jodie McLean: Director | 71,823 | * | ||
| Jennifer McPeek: Director | 18,503 | * | ||
| Angela Sun: Director | 53,298 | * | ||
| Rajesh Vennam: Director | 18,503 | * | ||
| Timothy Wennes: Director | 0 | * | ||
| Billie Williamson: Lead Independent Director | 88,992 | * | ||
| All Executive Officers and Directors as a group (13 persons) | 1,160,330 | * |
| * | Represents beneficial ownership of less than 1%. | |
| (1) | Shares are held indirectly by Ms. Felman in a trust over which she retains investment control. |
Security Ownership of Certain Beneficial Owners
The following table sets forth information, to the extent known by Cushman Wakefield or ascertainable from public filings, concerning the Cushman Wakefield Shares beneficially owned by each person or entity known by us to own more than five percent of any class of our outstanding Shares.
So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the Cushman Wakefield Shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.
| Name and Address of Beneficial Owner |
Amount and Nature of
Beneficially Ownership | Voting Power | ||
|
The Vanguard Group (1)
100 Vanguard
Blvd.
| 37,369,792 | 16.1% | ||
|
BlackRock, Inc. (2)
50 Hudson Yards
| 22,070,748 | 9.5% | ||
|
Vaughan Nelson Investment Management, L.P. (3)
600 Travis
Street, Suite 3800
| 13,312,527 | 5.7% | ||
|
Dimensional Fund Advisors LP (4)
6300 Bee Cave
Road, Building One
| 11,586,407 | 5.0% |
| (1) | Based solely on information in a Schedule 13G/A filed on November 12, 2024 by The Vanguard Group. As of September 30, 2024 , The Vanguard Group reported beneficial ownership of 37,369,792 ordinary shares, shared voting power with respect to 150,172 ordinary shares, sole dispositive power with respect to 36,955,370 ordinary shares and shared dispositive power with respect to 414,422 ordinary shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 113 |
| (2) | Based solely on information in a Schedule 13G filed with the SEC on January 24, 2024 by BlackRock, Inc. As of December 31, 2023 , BlackRock, Inc. reported beneficial ownership of 22,070,748 ordinary shares, sole voting power with respect to 21,818,525 ordinary shares and sole dispositive power with respect to 22,070,748 ordinary shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. | |
| (3) | Based solely on information in a Schedule 13G/A filed with the SEC on July 22, 2025 by Vaughan Nelson Investment Management, L.P. (Vaughan Nelson). As of June 30, 2025 , Vaughan Nelson reported beneficial ownership of 13,312,527 ordinary shares, sole voting power with respect to 11,381,979 ordinary shares, sole dispositive power with respect to 12,156,514 ordinary shares and shared dispositive power with respect to 1,156,013 ordinary shares. The address of Vaughan Nelson is 600 Travis Street, Suite 3800 Houston, Texas 77002. | |
| (4) | Based solely on information in a Schedule 13G filed with the SEC on January 23, 2025 by Dimensional Fund Advisors LP (Dimensional). As of December 31, 2024 , Dimensional reported beneficial ownership of 11,586,407 ordinary shares, sole voting power with respect to 11,247,248 ordinary shares and sole dispositive power with respect to 11,586,407 ordinary shares. Dimensional furnishes investment advice to four investment companies and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the Funds). In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries (collectively, Dimensional Group) may possess voting and/or investment power over the securities of Cushman Wakefield that are owned by the Funds and may be deemed to be the beneficial owner of the shares of Cushman Wakefield held by the Funds. However, all securities reported above are owned by the Funds. Dimensional Group disclaims beneficial ownership of such securities. The address of Dimensional is 6300 Bee Cave Road, Building One, Austin, TX 78746. |
Resolutions after the Redomiciliation
Assuming the Scheme becomes effective and upon consummation of the Redomiciliation, New Cushman Wakefield Shareholders will be entitled to present proposals for consideration at forthcoming meetings of Cushman Wakefield Shareholders, provided that they comply with the proxy rules promulgated by the SEC, the New Cushman Wakefield Bye-laws and general laws of Bermuda. The deadline for submission of all proposals by Cushman Wakefield Shareholders to be considered for inclusion in New Cushman Wakefields proxy statement for its first Annual General Meeting following the Redomiciliation will be disclosed in a subsequent filing with the SEC.
Postponements of the Meetings
At any time prior to convening the General Meeting or the Shareholders Meeting, Cushman Wakefield may postpone the General Meeting or the Shareholders Meeting one or more times without the approval of the Shareholders. If the General Meeting and the Shareholders Meeting were postponed, Cushman Wakefield could use the additional time to solicit additional proxies, including the solicitation of proxies from Shareholders that have previously authorized a proxy through the internet or by returning the applicable executed paper Proxy Card(s).
Any postponement of the General Meeting or the Shareholders Meeting for the purpose of soliciting additional proxies will allow Shareholders who have already delivered their proxies to revoke them at any time prior to their use at the General Meeting or the Shareholder Meeting.
Householding of Proxy Materials
We have adopted a procedure called householding, which the SEC has approved. Under this procedure, we deliver a notice card or single copy of our proxy materials to multiple shareholders who share the same address unless we have received contrary instructions from one or more of the Shareholders. This procedure reduces our printing costs, mailing costs and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards, voting instruction forms or notice cards. Upon written or oral request, we will deliver promptly a separate copy of our proxy materials to any Shareholders at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a shareholder is receiving multiple copies, to request that we only send a single copy of our proxy materials, such shareholder may write to Cushman Wakefield plc, c/o Chief Legal Officer, 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606 United States. Shareholders who beneficially own Cushman Wakefield Shares held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 114 |
PART VI |
|
NOTICE OF COURT MEETING |
| IN THE HIGH COURT OF JUSTICE | CR-2025-004659 |
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
COMPANIES COURT (ChD)
Insolvency and Companies Court Judge Barber
IN THE MATTER OF CUSHMAN WAKEFIELD PLC
and
IN THE MATTER OF THE COMPANIES ACT 2006
NOTICE IS HEREBY GIVEN that, by an order dated August 27 , 2025 made in the above matters, the High Court of Justice of England and Wales has given permission for a meeting (the Court Meeting ) to be convened of the holders ( Cushman Wakefield Shareholders ) of ordinary shares of US$0.10 each (the Cushman Wakefield Shares ) in the capital of Cushman Wakefield plc, a public limited company incorporated in England and Wales with registered number 11414195 (the Company or Cushman Wakefield ) for the purpose of considering and, if thought fit, approving:
| 1. | (with or without modification) a scheme of arrangement (the Scheme ) proposed to be made pursuant to Part 26 of the Companies Act 2006 (the Companies Act ) between the Company and the holders of Cushman Wakefield Shares comprising Scheme Shares (as defined in the Scheme) (the Scheme Shareholders ) and that such meeting will be held in person at 1290 Avenue of the Americas, 7 th Floor, New York, New York 10104 at 10:00 a.m. Eastern Time on October 16 , 2025, at which time and place all Scheme Shareholders are requested to attend, in person or by proxy. |
A copy of the Scheme and the explanatory statement required to be published pursuant to section 897 of the Companies Act are incorporated in the document of which this notice forms part.
At the Court Meeting, the following resolution will be proposed:
Resolution No. 1: That the scheme of arrangement dated September 4 , 2025 (the Scheme ) between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chair hereof, in its original form or with or subject to any modification, addition or condition approved or imposed by the Court, and consented to by Cushman Wakefield Ltd., be approved and the directors of the Company be authorized to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect.
Scheme Shareholders may vote in person at the Court Meeting, or they may appoint another person or persons, whether a member or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the Court Meeting.
Voting on the resolution at the Court Meeting will be by a poll, which shall be conducted as the chair of the Court Meeting may determine. On a poll, each Cushman Wakefield Share is entitled to one vote on each matter properly brought before the Court Meeting.
Scheme Shareholders entitled to attend and vote at the Court Meeting should complete, sign, date and return the Proxy Card enclosed or provided under separate cover (labelled Court Meeting ) (the Proxy Card ) by mail, or vote through the internet, in each case, as soon as possible so that their Cushman Wakefield Shares are represented and voted at the Court Meeting. Instructions for voting through the internet are printed on the Proxy Card.
In order to vote through the internet, Scheme Shareholders should have their Proxy Card available so they can input the required information from the Proxy Card, and log onto the internet website address shown on the Proxy Card. When Scheme Shareholders log onto the internet website address, Scheme Shareholders will receive instructions on how to submit their proxy to vote their Cushman Wakefield Shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each Scheme Shareholder separately. Voting through the internet will be voting by proxy.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 115 |
Each Scheme Shareholder is entitled to appoint one or more proxies to exercise all or any of its rights to attend, speak and vote on its behalf at the Court Meeting, provided that each such proxy is appointed to exercise the rights attached to a different share or shares held by that Scheme Shareholder.
If you require additional Proxy Cards, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833. To be valid, the submission of a proxy via the internet must be received by 7:00 p.m. Eastern Time on October 15 , 2025 (or if the Court Meeting is adjourned, by 7:00 p.m. Eastern Time on the day before the date fixed for the adjourned Court Meeting).
Scheme Shareholders who wish to appoint a proxy by using the Proxy Card may do so by completing and signing the Proxy Card and returning it (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) in accordance with the instructions printed on it, so as to be received by 7:00 p.m. Eastern Time on October 15 , 2025 (or if the Court Meeting is adjourned, by 7:00 p.m. Eastern Time on the day before the date fixed for the adjourned Court Meeting). However, if not so lodged, a Proxy Card (labelled Court Meeting) may be handed to the chair of the Court Meeting before the start of the Court Meeting.
Completion and return of a Proxy Card by mail or via the internet will not prevent a Scheme Shareholder from attending, speaking and voting in person at the Court Meeting, or any adjournment thereof, if such Scheme Shareholder wishes and is entitled to do so.
The register of members of the Company as at 5:00 p.m. Eastern Time on August 29 , 2025 has been fixed as the record date for determining those Shareholders who are entitled to receive notice of the Court Meeting or any adjournment thereof. 5:00 p.m. Eastern Time on August 29 , 2025 will also serve as the record date for determining those holders of Cushman Wakefield Shares held in street name beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman Wakefield Shares at the Court Meeting.
Entitlement to attend, speak and vote at the Court Meeting or any adjournment thereof, and the number of votes which may be cast at the Court Meeting, will be determined by reference to the register of members of the Company as at 5:00 p.m. Eastern Time on October 6 , 2025 or, if the Court Meeting is adjourned by 48 hours or more, 5:00p.m. Eastern Time on the date which is 10 days before the date fixed for the adjourned meeting, or, if Cushman Wakefield gives notice of the adjourned Court Meeting, and an entitlement time is specified in that notice, the time specified in that notice. In the case of joint holders of Cushman Wakefield Shares comprising Scheme Shares, the vote of the senior holder who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
For DTC participants holding Cushman Wakefield Shares, Cede Co., the nominee for DTC, is considered the Shareholder of record. DTC participants who have been appointed as proxies by Cede Co. may appoint substitute proxies by signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover or in such other form (including electronically) as the Company may permit.
References to the proxy committee of the Company in any proxy given by or on behalf of a DTC participant shall be deemed to mean Michelle MacKay or failing her Noelle Perkins or failing her Steven Belew.
A Scheme Shareholder which is a corporation may authorize a person or persons to act as its representative(s) at the Court Meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same Cushman Wakefield Shares.
By the said order, the Court has appointed Michelle MacKay, or failing her, any other director or the secretary of the Company to act as chair of the Court Meeting, and has directed the chair to report the result thereof to the Court. The Scheme will be subject to the subsequent sanction of the Court.
Dated: September 4 , 2025
Cleary Gottlieb Steen Hamilton LLP
2 London Wall Place,
London,
EC2Y 5AU
Solicitors for the Company
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 116 |
Notes:
Special arrangements for the Court Meeting
Your vote is important, regardless of the number of Cushman Wakefield Shares you own. To make sure your Cushman Wakefield Shares are represented at the Court Meeting, please submit your proxy or your instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the Court Meeting in person. You may submit your proxy either through the internet or by signing, dating and returning (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) the Proxy Card enclosed or provided under separate cover in the envelope provided. If you have any questions or need assistance voting your Cushman Wakefield Shares, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
As of August 26 , 2025, the last practicable date prior to the publication of this notice, there were 231,531,216 Cushman Wakefield Shares outstanding and entitled to vote.
A copy of this notice can be found at www.cushmanwakefield.com.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 117 |
PART VII |
|
NOTICE OF GENERAL MEETING OF CUSHMAN WAKEFIELD PLC |
| 1. | THAT the scheme of arrangement, substantially in the form of Part III The Scheme of Arrangement of the accompanying Document, in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Justice of England and Wales (the Court ) proposed to be made pursuant to Part 26 of the Companies Act 2006 (the Companies Act ) between the Company and the Scheme Shareholders (as defined therein) (the Scheme ) be approved and the directors of the Company be, and they are hereby authorized, to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect; |
| 2. | THAT the share capital of the Company be reduced by cancelling and extinguishing all of the Scheme Shares (the Cushman Wakefield Reduction of Capital ); |
| 3. | THAT for the purpose of giving effect to the Scheme, with effect from the passing of this Resolution No. 3, the Articles be hereby amended by the adoption and inclusion of the following new definition and new articles 5.14 and 134: |
new definition:
B Ordinary Shares has the meaning given to it in Article 5.14;
as article 5.14:
The Company may issue B ordinary shares, which shall be denominated in US dollars and shall have a nominal value of US$0.10 each (the B Ordinary Shares ). B Ordinary Shares shall be issued with voting rights attached to them and each B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company that have voting rights for voting purposes. Each B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any dividend declared. Each B Ordinary Share shall rank equally with all other ordinary shares in the capital of the Company for any distribution made on a winding up of the Company.
as article 134:
Scheme of Arrangement
| (a) | In this article, references to the Scheme are to the scheme of arrangement under Part 26 of the Companies Act 2006 between the Company and the Scheme Shareholders (as defined in the Scheme dated September 4 , 2025 (as amended or supplemented)) and as approved by the holders of the Scheme Shares at the meetings convened by the Court (as defined in the Scheme) and as may be modified or amended in accordance with its terms, and expressions defined in the Scheme shall have the same meanings in this article. |
| (b) | Notwithstanding either any other provision of these Articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any Cushman Wakefield Shares (other than to New Cushman Wakefield or its nominee(s)) on or before the Scheme Record Time (as defined in the Scheme), such Cushman Wakefield Shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such Cushman Wakefield Shares shall be bound by the Scheme accordingly. |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 118 |
| (c) | Notwithstanding any other provision of these Articles, if any Cushman Wakefield Shares are issued to any person (other than New Cushman Wakefield or its nominee(s)) ( New Member ) after the Scheme Record Time ( Disposal Shares ), such New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) will, provided the Scheme shall have become effective, be obliged to transfer immediately the Disposal Shares to New Cushman Wakefield (or to such other person as New Cushman Wakefield may otherwise direct) who shall be obliged to acquire all of the Disposal Shares in consideration of and conditional on the issue by or on behalf of New Cushman Wakefield to the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) of the equivalent share in the capital of New Cushman Wakefield for each Disposal Share to which the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) would have been entitled had each Disposal Share been a Scheme Share. |
| (d) | On any reorganization of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the close of business on the Effective Date (as defined in the Scheme), the number of shares in the capital of New Cushman Wakefield to be issued pursuant to (c) above shall be adjusted by the Company in such manner as the Board may determine to be appropriate to reflect such reorganization or alteration. References in this article to CushmanWakefield Shares shall, following such adjustment, be construed accordingly. |
| (e) | To give effect to any transfer required by this article, the Company may appoint any person as attorney for the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favor of New Cushman Wakefield (or such other person as New Cushman Wakefield otherwise directs) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Disposal Shares in New Cushman Wakefield (or such other person as New Cushman Wakefield otherwise directs) and pending such vesting to exercise all such rights attaching to the Disposal Shares as New Cushman Wakefield may direct. Ifan attorney is so appointed, the New Member or any subsequent holder or any nominee of such New Member or any such subsequent holder shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of New Cushman Wakefield) be entitled to exercise anyrights attaching to the Disposal Shares unless so agreed by New Cushman Wakefield. The Company may give good receipt for the purchase price of the Disposal Shares and may register New Cushman Wakefield (or such other person as New Cushman Wakefield otherwise directs) as holder of the Disposal Shares and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member or any subsequent holder or any nominee of such New Member or any such subsequent holder for any Disposal Shares. |
| (f) | In connection with the Scheme, if, in respect of any Scheme Shareholder who the Company or New Cushman Wakefield reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or for the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or New Cushman Wakefield is advised that the allotment and issue of New Cushman Wakefield Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States or Bermuda or would, or might, require the Company or New Cushman Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or New Cushman Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous, then (i) the Company may (unless such Scheme Shareholder satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer transferring, prior to the Scheme Record Time, some or all of the Scheme Shares held by such Scheme Shareholder to a nominee to hold such Scheme Shares in trust for that Scheme Shareholder, on terms that the nominee shall sell the New Cushman Wakefield Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date or (ii) New Cushman Wakefield may, in its sole discretion, determine that some or all of the New Cushman Wakefield Shares that would otherwise be allotted and issued to such Scheme Shareholder pursuant to the Scheme shall instead be allotted and issued to a nominee appointed by New Cushman Wakefield as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall be |
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 119 |
paid to such Scheme Shareholder in accordance with the provisions of Clause 4 of the Scheme. In the absence of bad faith or wilful default, none of the Company, New Cushman Wakefield, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale.
| (g) | Notwithstanding any other provision of these Articles, both the Company and the directors may refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date.; |
| 4. | THAT , subject to and upon the Cushman Wakefield Reduction of Capital above taking effect and notwithstanding anything to the contrary in the Articles: |
| (a) | the reserve arising in the books of account of the Company as a result of the Cushman Wakefield Reduction of Capital in Resolution No. 2 above be applied by the Company in paying up in full at par such number of new B Ordinary Shares of ten cents (US$0.10) each in the capital of the Company (the New Shares ) as shall be equal to the number of Scheme Shares cancelled pursuant to Resolution No. 2 above, which shall be allotted and issued, credited as fully paid, to New Cushman Wakefield and/or its nominee(s) in accordance with the terms of the Scheme; and |
| (b) | conditional on the Scheme becoming effective in accordance with its terms, in addition to all existing authorities, for the purposes of section 551 of the Companies Act (and so that expressions used in this Resolution shall bear the same meaning as in the said section 551), the board of directors of the Company be generally and unconditionally authorized to exercise all the powers of the Company to allot the NewShares, provided that, (i) the maximum aggregate nominal amount of relevant securities that may be allotted under this authority shall be the aggregate nominal amount of the said New Shares referred to in paragraph (a) above, (ii) this authority shall expire (unless previously revoked, varied or renewed) on the fifth anniversary of this Resolution, and (iii) this authority shall be in addition and without prejudice to any other authority under section 551 of the Companies Act previously granted and in force on the date on which this Resolution is passed. |
ORDINARY RESOLUTION
| 1. | THAT the adjournment of the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the other Resolutions, be and is hereby approved. |
By order of the Board
Noelle J. Perkins
Executive Vice President, Chief Legal Officer Secretary
Dated: September 4 , 2025
Registered Office: 125 Old Broad Street, London, United Kingdom, EC2N 1AR
Registered in England Wales No. 11414195
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| 120 |
Notes:
Holders of ordinary shares of US$0.10 each in the capital of the Company (together, the Cushman Wakefield Shares , and such holders the Cushman Wakefield Shareholders ) are entitled to appoint a proxy to vote at the General Meeting in respect of some or all of their Cushman Wakefield Shares.
Cushman Wakefield Shareholders may vote at the General Meeting, or they may appoint another person or persons, whether a member of the Company or not, as their proxy or proxies, to exercise all or any of their rights to attend, speak and vote at the General Meeting.
Voting on the Resolutions proposed at the General Meeting will be by a poll, which shall be conducted as the chair of the General Meeting may determine. On a poll, each Cushman Wakefield Share is entitled to one vote on each matter properly brought before the General Meeting.
Cushman Wakefield Shareholders entitled to attend and vote at the General Meeting in person should complete, sign, date and return the Proxy Card enclosed or provided under separate cover (the Proxy Card ) by mail, or vote through the internet, in each case, as soon as possible so that their Cushman Wakefield Shares are represented and voted at the General Meeting. Instructions for voting through the internet are printed on the Proxy Card.
In order to vote through the internet, Cushman Wakefield Shareholders should have their Proxy Card available so they can input the required information from the Proxy Card, and log onto the internet website address shown on the Proxy Card. When Cushman Wakefield Shareholders log onto the internet website address, Cushman Wakefield Shareholders will receive instructions on how to submit their proxy to vote their Cushman Wakefield Shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each Cushman Wakefield Shareholder separately. Voting through the internet will be voting by proxy.
Each Cushman Wakefield Shareholder is entitled to appoint one or more proxies to exercise all or any of its rights to attend, speak and vote on its behalf at the General Meeting, provided that each such proxy is appointed to exercisethe rights attached to a different share or shares held by that Cushman Wakefield Shareholder. If you require additional Proxy Cards, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
Cushman Wakefield Shareholders who wish to appoint a proxy by using the Proxy Card may do so by completing and signing the Proxy Card and returning it (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) in accordance with the instructions printed on it, so as to be received by 7:00 p.m. Eastern Time on October 15 , 2025 (or if the General Meeting is adjourned or postponed, by 7:00p.m. Eastern Time on the day before the date fixed for any adjourned or postponed meeting).
Completion and return of a Proxy Card by mail or via the internet will not prevent a Cushman Wakefield Shareholder from attending, speaking and voting in person at the General Meeting, or any adjournment or postponement thereof, if such Cushman Wakefield Shareholder wishes and is entitled to do so.
The register of members of the Company as at 5:00 p.m. Eastern Time on August 29 , 2025 has been fixed as the record date for determining those Shareholders who are entitled to receive notice of the General Meeting or any adjournment or postponement thereof. 5:00 p.m. Eastern Time on August 29 , 2025 will also serve as the record date for determining those holders of Cushman Wakefield Shares held in street name beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman Wakefield Shares at the General Meeting.
Entitlement to attend, speak and vote at the General Meeting or any adjournment or postponement thereof, and the number of votes which may be cast at the General Meeting, will be determined by reference to the register of members of the Company as at 5:00 p.m. Eastern Time on October 6 , 2025, or, if the General Meeting is adjourned or postponed by 48 hours or more, 5:00 pm Eastern Time on the date which is 10 days before the date fixed for the adjourned or postponed meeting, or, if Cushman Wakefield gives notice of the adjourned or postponed General Meeting, and an entitlement time is specified in that notice, the time specified in that notice.
For DTC participants holding Cushman Wakefield Shares, Cede Co., the nominee for DTC, is considered the Shareholder of record. DTC participants who have been appointed as proxies by Cede Co. may appoint substitute proxies by signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover or in such other form (including electronically) as the Company may permit.
References to the proxy committee of the Company in any proxy given by or on behalf of a DTC participant shall be deemed to mean Michelle MacKay or failing her Noelle Perkins or failing her Steven Belew.
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In the case of joint holders of Cushman Wakefield Shares, the vote of the senior holder who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
A Cushman Wakefield Shareholder which is a corporation may authorize a person or persons to act as its representative(s) at the General Meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same Cushman Wakefield Shares.
The Board has appointed Michelle MacKay, or failing her, any other director of the Company to act as chair of the General Meeting.
Your vote is important, regardless of the number of Cushman Wakefield Shares you own. To make sure your Cushman Wakefield Shares are represented at the General Meeting, please submit your proxy or your instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the General Meeting in person. You may submit your proxy either through the internet or by signing, dating and returning (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) the Proxy Card enclosed or provided under separate cover in the envelope provided. If you have any questions or need assistance voting your Cushman Wakefield Shares, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
As of August 26 , 2025, being the last practicable date prior to the publication of this notice, there were 231,531,216 Cushman Wakefield Shares carrying one vote each. Therefore, the total voting rights in the Company as at August 26 , 2025 were 231,531,216 votes.
A copy of this notice can be found at www.cushmanwakefield.com.
Copies of the Articles and the articles of association as proposed to be amended by Resolution No. 3 of this notice are available for inspection at 125 Old Broad Street, London, United Kingdom, EC2N 1AR, United Kingdom from the date of this notice until the date of the General Meeting.
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PART VIII |
|
NOTICE OF SHAREHOLDERS MEETING CUSHMAN WAKEFIELD PLC |
| 1. | THAT, on a non-binding, advisory basis, the following provisions to be included in the New Cushman Wakefield Bye-laws are hereby approved : |
58. At the date of these Bye-Laws, the company has ten (10) Directors, and until the election of Directors at the annual general meeting in 2028, Directors of the Company shall be divided into three classes of Directors, designated as Class I, Class II and Class III, respectively. At the time these Bye-laws go into effect, each of the Directors shall be assigned to the same class they were in immediately prior to such effective time. The Board is also authorized to assign any persons who take office as Directors after the date hereof but prior to the annual general meeting in 2028 to any such class; provided, however, that the classes are as close to equal size as possible. The term of appointment for: (1) the Class I Directors expires at the close of the Companys annual general meeting in 2028, (2) the Class II Directors expires at the close of the Companys annual general meeting in 2026, and (3) the Class III Directors expires at the close of the Companys annual general meeting in 2027. Following the annual general meeting in 2028, the Director classes will no longer be relevant and shall cease to exist.
59. Each Director of the Company shall be elected annually and hold office until the next annual general meeting and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification, or removal from office, provided that (1) at the annual general meeting in 2026, the Class II Directors and any other Director nominees will stand for election and, if elected, will serve terms that expire at the close of the Companys annual general meeting in 2027; (2) at the annual general meeting in 2027, the Class II Directors, the Class III Directors, and any other Director nominees will stand for election and, if elected, will serve terms that expire at the close of the Companys annual general meeting in 2028; and (3) commencing with the annual general meeting in 2028 and for subsequent annual general meetings, all Directors and Director nominees will stand for election and, if elected, will serve terms that expires at the close of the Companys next annual general meeting.
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| 123 |
| 2. | THAT, on a non-binding, advisory basis, the following provisions to be included in the New Cushman Wakefield Bye-laws are hereby approved: |
149. Any amalgamation, merger or consolidation of the Company to be effected in any manner provided for in the Companies Acts with any other company or companies, wherever incorporated, shall require the approval of the Members, by a resolution of the holders of a majority of the issued Shares of the Company entitled to vote in person or by proxy at a general meeting of the Company, and the quorum for such meeting shall be that required in Bye-Law 7.
| 3 . | THAT , on a non-binding, advisory basis, the following provisions to be included in the New Cushman Wakefield Bye-laws are hereby approved: |
94. The Board may (subject to the provisions of these Bye-Laws, the Memorandum of Association and the Companies Acts and without prejudice to any rights attached to any existing Shares), without the need for Member approval, issue, offer, allot, grant options over, grant rights to subscribe for, or otherwise dispose of the unissued Shares up to the limit of the authorised Shares (whether forming part of the original capital or any increased capital) which Shares may be:
[]
| (b) | preference shares (and the Board is hereby authorized to fix and determine the terms of any such preference Shares as it sees fit, including without limitation any deferred, preferred, or other special rights or restrictions regarding dividends, voting, return of capital, or otherwise). |
ADJOURNMENT RESOLUTION
| 1. | THAT the adjournment of the Shareholders Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Advisory Resolutions, be and is hereby approved. |
By order of the Board
Noelle J. Perkins
Executive Vice President, Chief Legal Officer Secretary
Dated: September 4 , 2025
Registered Office: 125 Old Broad Street, London, United Kingdom, EC2N 1AR
Registered in England Wales No. 11414195
Notes:
Cushman Wakefield shareholders of US$0.10 each in the capital of the Company (together, the CushmanWakefield Shares , and such holders the Cushman Wakefield Shareholders ) are entitled to appoint a proxy to vote at the Shareholders Meeting in respect of some or all of their Cushman Wakefield Shares.
Cushman Wakefield Shareholders may vote in person at the Shareholders Meeting, or they may appoint another person or persons, whether a member of the Company or not, as their proxy or proxies, to exercise all of any of their rights to attend, speak and vote at the Shareholders Meeting.
At the Shareholders Meeting, voting on the Advisory Resolutions will be held by way of a poll of Cushman Wakefield Shares voting separately and voting on the Adjournment Resolution will be held by way of a poll with all Cushman Wakefield Shares. Each Cushman Wakefield Shareholder is entitled to one vote on each matter properly brought before the Shareholders Meeting.
Cushman Wakefield Shareholders entitled to attend and vote at the Shareholders Meeting in person should complete, sign, date and return the Proxy Card (the Proxy Card ) enclosed or provided under separate cover by mail, or vote through the internet, in each case, as soon as possible so that their Cushman Wakefield Shares are represented and voted at the Shareholders Meeting. Instructions for voting through the internet are printed on the Proxy Card.
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In order to vote through the internet, Cushman Wakefield Shareholders should have their Proxy Card available so they can input the required information from the Proxy Card, and log onto the internet website address shown on the Proxy Card. When Cushman Wakefield Shareholders log onto the internet website address, Cushman Wakefield Shareholders will receive instructions on how to submit their proxy to vote their Cushman Wakefield Shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each Cushman Wakefield Shareholder separately. Voting through the internet will be voting by proxy.
Each Cushman Wakefield Shareholder is entitled to appoint one or more proxies to exercise all or any of its rights to attend, speak and vote on its behalf at the Shareholders Meeting, provided that each such proxy is appointed to exercise the rights attached to a different Cushman Wakefield Share. If you require additional Proxy Cards, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
To be valid, the submission of a proxy via the internet must be received by 7:00 p.m. Eastern Time on October 15 , 2025 (orif the Shareholders Meeting is adjourned or postponed, by 7:00 p.m. Eastern Time on the day before the date fixed for such adjourned or postponed Shareholders Meeting).
Cushman Wakefield Shareholders who wish to appoint a proxy by using the Proxy Card may do so by completing and signing the Proxy Card and returning it (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) in accordance with the instructions printed on it, so as to be received by 7:00p.m. Eastern Time on October 15 , 2025 (or if the Shareholders Meeting is adjourned or postponed, by 7:00 p.m. Eastern Time on the day before the date fixed for any adjourned or postponed meeting).
Completion and return of a Proxy Card by mail or via the internet will not prevent a Cushman Wakefield Shareholder from attending, speaking and voting in person at the Shareholders Meeting, or any adjournment or postponement thereof, if such Cushman Wakefield Shareholder wishes and is entitled to do so.
The register of members of the Company as at 5:00 p.m. Eastern Time on August 29 , 2025 has been fixed as the record date for determining those shareholders who are entitled to receive notice of the Shareholders Meeting or any adjournment or postponement thereof. 5:00 p.m. Eastern Time on August 29 , 2025 will also serve as the record date for determining those holders of Cushman Wakefield Shares held in street name beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman Wakefield Shares at the Shareholders Meeting.
Entitlement to attend, speak and vote at the Shareholders Meeting or any adjournment or postponement thereof, and the number of votes which may be cast at the Shareholders Meeting, will be determined by reference to the register of members of the Company as at 5:00 p.m. Eastern Time on October 6 , 2025 or, if the Shareholders Meeting is adjourned or postponed by 48 hours or more, 5:00 p.m. Eastern Time on the date which is 10 days before the date fixed for the adjourned or postponed meeting, or, if Cushman Wakefield gives notice of the adjourned or postponed Shareholders Meeting, and an entitlement time is specified in that notice, the time specified in that notice.
For DTC participants holding Cushman Wakefield Shares, Cede Co., the nominee for DTC, is considered the Shareholder of record. DTC participants who have been appointed as proxies by Cede Co. may appoint substitute proxies by signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover or in such other form (including electronically) as the Company may permit.
References to the proxy committee of the Company in any proxy given by or on behalf of a DTC participant shall be deemed to mean Michelle MacKay or failing her Noelle Perkins or failing her Steven Belew.
In the case of joint holders of Cushman Wakefield Shares, the vote of the senior holder who tenders a vote, in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the jointholding.
A Cushman Wakefield Shareholder which is a corporation may authorize a person or persons to act as its representative(s) at the Shareholders Meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same Cushman Wakefield Shares.
The Board has appointed Michelle MacKay, or failing her, any other director or the secretary of the Company to act as chair of the Shareholders Meeting.
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| 125 |
Your vote is important, regardless of the number of Cushman Wakefield Shares you own. To make sure your Cushman Wakefield Shares are represented at the Shareholders Meeting, please submit your proxy or your instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the Shareholders Meeting in person. You may submit your proxy either through the internet or by signing, dating and returning (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) the Proxy Card enclosed or provided under separate cover in the envelope provided. If you have any questions or need assistance voting your Cushman Wakefield Shares, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.
A copy of this notice can be found at www.cushmanwakefield.com.
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| 126 |
| ANNEX A |
| NEW CUSHMAN WAKEFIELD BYE-LAWS |
| Secretary |
Bermuda Office
Canons Court
22 Victoria Street
Hamilton HM 12
Bermuda
467545.0001
| CUSHMAN WAKEFIELD | REDOMICILIATION PROXY STATEMENT |
| A-1 |
| STYLE="width: 10%; text-align: center; font-size: 11pt"> TABLE OF CONTENTS | ||
