FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-

SERVING CAPACITY

Rule 8.5 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Name of exempt principal trader:	J.P. Morgan Securities Plc
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Kennedy Wilson Europe Real Estate Plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Kennedy Wilson Europe Real Estate Plc
(d) Date dealing undertaken:	24 April 2017
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A"	Yes Kennedy-Wilson Holdings, Inc.

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received

(GBP)

Lowest price per unit paid/received

(GBP)

Ordinary Shares

Purchases

Sales

395,684

407,487

11.3300

11.2750

11.0100

11.0050

(b) Cash-settled derivative transactions

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(GBP)

Ordinary Shares

Equity Swaps

Long

Short

236

216

305

11,100

15,900

359

1,063

156

1,829

31,642

292

422

792

576

109

242

399

910

22,050

1,470

646

1,228

4,550

7,102

1,181

517

4,442

358

11.0050

11.0110

11.0997

11.1096

11.1595

11.1716

11.1881

11.1904

11.1908

11.1964

11.2037

11.2255

11.2274

11.2301

11.2396

11.2497

11.1511

11.1517

11.1549

11.1553

11.1631

11.1636

11.1650

11.1655

11.1705

11.1758

11.1760

11.1934

11.1956

11.2038

11.2122

11.2124

11.2217

11.2523

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit (GBP)

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(GBP)

Ordinary Shares

(ii) Exercise

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(GBP)

Ordinary Shares

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable) (GBP)

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Date of disclosure:	25 April 2017
Contact name:	Tung Le
Telephone number:	020 7742 7272

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

Date of disclosure:

Contact name:

Telephone number: