AMENDMENT

INCREASED EQUITY PURCHASES BY 57,400 TO 1,319,948

INCREASED EQUITY SALES BY 12,000 TO 795,600

ADDED EQUITY SWAP PURCHASES OF 12,000

ADDED EQUITY SWAP SALES OF 57,400

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:	Financial Advisor to Kennedy Wilson Europe Real Estate Plc
(d) Date dealing undertaken:	13 June 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

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

1,319,948

795,600

11.3212

11.3025

11.0275

11.0100

(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

Ordinary Shares

Equity Swaps

Long

Short

128

129

5,000

12,000

5,170

77,130

125

1,727

1,133

71,000

150,000

3,008

50,000

2,020

665

9,842

25,409

6,620

5,777

126

177

676

452

120,000

10,400

11.0492 GBP

11.0692 GBP

11.1940 GBP

11.2930 GBP

11.0428 GBP

11.0493 GBP

11.0511 GBP

11.0636 GBP

11.1111 GBP

11.1701 GBP

11.1714 GBP

11.2058 GBP

11.2112 GBP

11.2210 GBP

11.2211 GBP

11.2212 GBP

11.2221 GBP

11.2303 GBP

11.2308 GBP

11.2347 GBP

11.2351 GBP

11.2353 GBP

11.2401 GBP

11.2478 GBP

11.2610 GBP

11.2736 GBP

11.2749 GBP

11.2755 GBP

11.3211 GBP

14.1231 USD

(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:	15 June 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: