NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF IT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

13 September 2017

RECOMMENDED MERGER

KENNEDY WILSON EUROPE REAL ESTATE PLC ("KWE")

AND
KENNEDY-WILSON HOLDINGS, INC. ("KW")

On 24 April 2017, KWE and KW announced the terms and conditions of a recommended offer by KW to acquire all of the outstanding shares of KWE not already owned by KW and its affiliates in an all-share merger (the "Original Offer").

On 13 June 2017, KWE and KW announced the terms and conditions of an additional offer by KW to acquire all of the outstanding shares not already owned by KW and its affiliates (the "New Offer" and, together with the Original Offer, the "Offers"). The Offers are available in parallel.

It is proposed that the Offers will be implemented by means of a Court-sanctioned scheme of arrangement under the Jersey Companies Law (the "Scheme") which will take effect among KWE and its shareholders (other than KW and any of its affiliates which hold KWE shares) and KW will undertake to the Court to be bound by and comply with the Scheme.

Publication of Scheme Document

KWE is pleased to announce that a circular in relation to the Scheme (the "Scheme Document"), setting out, among other things, an expected timetable of principal events, a letter from the independent non-executive directors of KWE (the "KWE Independent Directors"), an explanatory statement pursuant to Article 126 of the Jersey Companies Law, meeting notices and details of the actions to be taken by KWE Shareholders will be published today on KWE's website at www.kennedywilson.eu.

Hard copies of a letter from the Chair of the KWE Board, the Scheme Document and Forms of Proxy are being posted to registered Scheme Shareholders. In addition, hard copies of the Election Form are being posted to the registered Scheme Shareholders who hold KWE Shares in certificated form (i.e. not in CREST).

Capitalised terms in this announcement (this "Announcement") have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London times unless otherwise stated.

Action required

In order to become effective, the Scheme will require, among other things, that the requisite majorities of (i) eligible Scheme Shareholders vote in favour of the Scheme at the Scheme Court Meeting and (ii) eligible KWE Shareholders pass a special resolution to amend KWE's articles of association and authorize the KWE directors to take all such action as may be necessary to implement the Scheme at the KWE General Meeting. The Scheme is also subject to the satisfaction or (if applicable) waiver of the Conditions and further terms that are set out in the Scheme Document, other than the Conditions which have already been satisfied (i.e. those relating to the UKLA's approval of KW's prospectus in connection with the Merger (the "KW Prospectus"), the approval of the Merger under the Irish Competition Act 2002 and the Jersey Financial Services Commission having consented to the circulation in Jersey of the offer of the New KW Shares).

The Scheme Court Meeting is being convened for 10.00 a.m. on Tuesday 10 October 2017, while the KWE General Meeting is being convened for 10.15 a.m. on Tuesday 10 October 2017 (or as soon thereafter as the Scheme Court Meeting has concluded or has been adjourned, if later). Both meetings will be held at the offices of Sullivan & Cromwell LLP, 1 New Fetter Lane, London, EC4A 1AN. Notices of the KWE Meetings are contained in the Scheme Document.

It is important that as many votes as possible are cast at the Scheme Court Meeting so that the Court may be satisfied that there is fair and reasonable representation of Scheme Shareholders. Scheme Shareholders are therefore strongly urged to complete, sign and return the blue Form of Proxy accompanying the Scheme Document, appoint a proxy electronically or submit a proxy via CREST in the manner and by the date and time set out in the Scheme Document.

The vote by Scheme Shareholders to approve the Scheme is separate from any election they may make under the terms of the Scheme. Scheme Shareholders may choose to receive the consideration and special distribution available under the New Offer, or may make an election for the Original Offer. Scheme Shareholders may also elect to vary the consideration available under the New Offer to the extent that other Scheme Shareholders make countervailing elections. This opportunity to elect to vary the consideration available does not apply in relation to the Original Offer.

The KWE Independent Directors, who have been so advised by Rothschild and J.P. Morgan Cazenove as to the financial terms of the Original Offer and the New Offer, consider the terms of the New Offer to be fair and reasonable. In providing advice to the KWE Independent Directors, Rothschild and J.P. Morgan Cazenove have taken into account the commercial assessments of the KWE Independent Directors.

In the Scheme Document, the KWE Independent Directors unanimously recommend Scheme Shareholders to vote in favour of the Scheme at the Scheme Court Meeting and to choose to receive the New Offer Consideration and Distribution in the manner explained in the Scheme Document and also recommend all KWE Shareholders to vote in favour of the Special Resolution at the KWE General Meeting but do not recommend them to elect to receive the Original Offer Consideration and also make no recommendation in relation to the Mix and Match Facility.

Please note that all beneficial owners of Scheme Shares, as well as CREST nominees and other intermediaries, should complete US IRS tax Forms W-8 or Forms W-9 in order to receive the cash available in connection with the New Offer without a deduction in respect of US federal backup withholding in respect of potential tax.

The Scheme Document gives details of where to obtain these forms and how to obtain guidance on completing them. Each beneficial owner who holds Scheme Shares through a CREST nominee, bank, broker or other financial institution should contact his, her or its intermediary to determine any action the beneficial owner needs to take to avoid potential US federal backup withholding. Certain taxation considerations relevant to the Offers are explained in the Scheme Document.

KW Prospectus and KW Proxy Statement

KW is publishing the KW Prospectus today, 13 September 2017. The KW Prospectus, which may be accessed free of charge at KW's website at ir.kennedywilson.com (subject to any restrictions relating to persons with a registered address in or who are a citizen, resident or national of certain jurisdictions), summarises certain risk factors relating to the Merger in respect of the receipt of the New KW Shares. Furthermore, the information contained in the KW Prospectus includes certain information about KWE which is being made available solely by KW. The publication and content of the KW Prospectus are the responsibility solely of the KW Directors.

KW is also filing its definitive proxy statement in relation to a KW Special Meeting required in connection with the Merger (the "KW Proxy Statement") with the U.S. Securities and Exchange Commission today, 13 September 2017. The KW Special Meeting is being convened for 12 October 2017, i.e. two days after the Scheme Court Meeting. The information contained in the KW Proxy Statement includes certain information on KWE that is being made available solely by KW. The dissemination and content of the KW Proxy Statement are the responsibility solely of the KW Directors.

For the avoidance of doubt, none of the KWE Independent Directors, and neither Rothschild nor J.P. Morgan Cazenove express any views as to the advantages or disadvantages of any aspects of the Merger as far as KW Shareholders are concerned.

Timetable

The Scheme Document contains an indicative timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement. Subject to the approval of KWE Shareholders and the Court, and to the satisfaction or waiver, where permissible, of the other Conditions to which the Scheme is subject, which are set out in full in Part Three of the Scheme Document, it is intended that the Scheme should become effective on 20 October 2017.

Although the planned date for the Scheme to become effective is 20 October 2017, KW and KWE have agreed to extend the Longstop Date to 30 November 2017 to allow time to deal with any unforeseen delays.

Information for KWE Shareholders

If you have any questions about this Announcement, the Scheme, the Scheme Court Meeting or the KWE General Meeting, or are in doubt as to how to complete the Forms of Proxy, the Form of Election or any of the IRS Forms W-8 or IRS Forms W-9, please call Computershare Investor Services on 0370 707 4040 (from within the UK) or +44 370 707 4040 (from outside the UK) between 8.30 a.m. and 5.30 p.m. from Monday to Friday (except UK public holidays).

All calls may be recorded and monitored for security and training purposes. Please note that neither the KWE Independent Directors nor the KWE Registrar can give specific financial, legal or taxation advice in relation to the decisions to be made by KWE Shareholders in connection with the Scheme. If you need additional advice, please contact an appropriate independent legal, financial and/or taxation adviser and make available full copies of the Scheme Document to them.

Enquiries

Goldman Sachs (lead financial adviser to KW)

Mark Sorrell	+44 (0) 20 7774 1000
Chris Emmerson	+44 (0) 20 7774 1000
David Friedland	+1 212 902 0300
Keith Wetzel	+1 310 407 5700

BofA Merrill Lynch (financial adviser to KW)

Geoff Iles	+44 (0) 20 7628 1000
Kieran Millar	+44 (0) 20 7628 1000
Jeff Horowitz	+1 646 855 3213
Cavan Yang	+1 646 855 4157

Deutsche Bank (financial adviser to KW)

Drew Goldman	+1 212 250 2500
Rishi Bhuchar	+44 (0) 20 7545 8000
Brian Mendell	+1 212 250 2500
Nancy Davey	+1 212 250 2500

Rothschild (lead financial adviser to KWE and the KWE Independent Directors)

Alex Midgen	+44 (0) 20 7280 5000
Sam Green	+44 (0) 20 7280 5000

J.P. Morgan Cazenove (financial adviser to KWE and the KWE Independent Directors)

Dwayne Lysaght	+44 (0) 20 7742 6000
Bronson Albery	+44 (0) 20 7742 6000
Kirshlen Moodley	+44 (0) 20 7742 6000
Tara Morrison	+44 (0) 20 7742 6000

Further information

In this Announcement, the "Merger" refers the proposed acquisition of the entire issued and to be issued share capital of KWE by KW (other than shares already owned by KW and its affiliates), to be implemented by way of the Scheme or (should KW so elect, subject to the consent of the Panel) by way of a takeover offer (a "Takeover Offer").

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities in any jurisdiction, nor is it a prospectus for the purposes of the Companies (General Provisions) (Jersey) Order 2002. Further, this Announcement does not constitute, or form part of, any solicitation of any vote or approval in any jurisdiction in which such solicitation is unlawful, nor shall there be any sale, issuance or transfer of securities of KWE or KW in any jurisdiction in contravention of applicable law. The Merger will be implemented solely by means of the Scheme Document and the accompanying Forms of Proxy (or, in the event that the Merger is to be implemented by means of a Takeover Offer, the Takeover Offer document), which contains the full terms and conditions of the Merger, including details of how to vote in respect of the Merger.

KWE Shareholders should read the Scheme Document carefully, because it contains important information in relation to the Merger and the New KW Shares. KWE Shareholders should also read the KW Prospectus carefully as this will also include important information in relation to the Merger and the New KW Shares. Any vote in respect of the resolutions to be proposed at the KWE Meetings to approve the Merger, the Scheme or related matters should be made only on the basis of the information contained in the Scheme Document and the KW Prospectus. The publication and content of the KW Prospectus are the responsibility solely of the KW Directors.

This Announcement does not constitute a prospectus or prospectus equivalent document.

KW and the KW Directors have accepted sole responsibility for all information, opinions, estimates, valuations, projections and commentary contained in certain communications that KW has issued in connection with the Merger (such communications to include, without limitation, the KW Prospectus and the KW Proxy Statement and all the information contained in Part Fourteen (Profit Forecasts) of the Scheme Document), including, without limitation, all financial and commercial information, opinions, estimates, valuations, projections and commentary relating directly or indirectly to KWE or its assets or liabilities or derived from or reflecting any information, opinion, estimate, valuation, projection, or commentary relating to KWE or its assets or liabilities included or incorporated by reference in any such communications and all information in the Scheme Document relating to KW or persons acting in concert with it ("Covered Information"). No representation has been made, is made or will be made, at any time by KWE or any of the KWE Independent Directors, and none of KWE or any of the KWE Independent Directors have authorised anyone to represent that KWE or any KWE Independent Director has adopted or verified the accuracy, completeness, reasonableness or achievability of any Covered Information, that all or part of it is not misleading or that all or part of it complies with all or any applicable legal, regulatory or other requirements. Accordingly, none of KWE nor any of the KWE Independent Directors assumes any duty of care or other duty to KW, any holder of KW Shares or other securities of KW or any other person or regulatory body in relation to the content of, or any omission from, any Covered Information and KWE and each of the KWE Independent Directors expressly disclaims all and any responsibility for the accuracy or completeness of any Covered Information or for the Covered Information not being misleading in the context in which it is used and/or complying with applicable legal, regulatory, accounting or other requirements. None of KWE nor any of the KWE Independent Directors owes any obligation, whether to KW, any holder of KW Shares or other securities of KW or any other person or regulatory body, to correct or update any Covered Information or accepts any liability, whether arising in tort, contract or otherwise, to any person or regulatory body in connection with any reliance or expectation placed on any Covered Information or in connection with any Covered Information, or any matter derived from it, including, without limitation, in relation to any decision to vote or not to vote in relation to any matter or to acquire or not to acquire any securities or to dispose or not to dispose of any securities.

Important notices relating to financial advisers

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, and Goldman Sachs & Co. LLC (in their capacity as financial advisors to KW) (together, "Goldman Sachs") are acting exclusively for KW and no one else in connection with the Merger and any other matter referred to in this Announcement or the Scheme Document and will not be responsible to anyone other than KW for providing the protections afforded to clients of Goldman Sachs, or for providing advice in relation to the Merger or any other matters referred to in this Announcement or the Scheme Document.

Merrill Lynch International, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with Merrill Lynch International, "BofA Merrill Lynch") are acting exclusively for KW and no one else in connection with the Merger or any other matter referred to in this Announcement or the Scheme Document and will not be responsible to anyone other than KW for providing the protections afforded to clients of BofA Merrill Lynch, or for providing advice in relation to the Merger or any other matters referred to in this Announcement or the Scheme Document.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the UK, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the UK by the Prudential Regulation Authority and the Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm.

Deutsche Bank AG, acting through its London Branch ("DB London"), and Deutsche Bank Securities Inc. ("DBSI" and, together with DB London, "DB") are acting as financial advisers to KW and no other person in connection with the Merger. DB will not be responsible to any person other than KW for providing any of the protections afforded to clients of DB, nor for providing any advice, in relation to any matter referred to herein. Without limiting a person's liability for fraud, neither DB nor any of their affiliates nor any of their or their affiliates' respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person in connection with this Announcement, the Scheme Document and the contents of this Announcement or the Scheme Document.

Rothschild, which is authorised and regulated by the FCA in the UK, is acting exclusively for KWE and the KWE Independent Directors and no one else in connection with the Merger and any other matter referred to in this Announcement or the Scheme Document and will not be responsible to anyone other than KWE and the KWE Independent Directors for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Merger or any other matters referred to in this Announcement or the Scheme Document.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is authorised and regulated in the UK by the FCA, is acting exclusively for KWE and the KWE Independent Directors and no one else in connection with the Merger and any other matter referred to in this Announcement or the Scheme Document and will not regard any other person as its client in relation to the matters in this Announcement or the Scheme Document and will not be responsible to anyone other than the KWE Independent Directors for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to the Merger or any other matters referred to in this Announcement or the Scheme Document.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than Jersey, the United Kingdom, the United States, the Netherlands or the Cayman Islands may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than Jersey, the United Kingdom, the United States, the Netherlands or the Cayman Islands should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with such restrictions or applicable requirements may constitute a violation of the securities laws of any such jurisdiction. Neither this Announcement, nor the Scheme Document nor any Election Form should be forwarded or transmitted in, into or from any jurisdiction in which to do so would give rise to a violation of the relevant laws in such jurisdiction.

Where legally permissible, Scheme Shareholders, and other KWE Shareholders, in all jurisdictions will receive the Scheme Document and accompanying Forms of Proxy to notify them of, and permit them to attend and/or vote for or against the Scheme at, the meetings at which they are entitled to vote. However, there may be restrictions on the extent to which certain shareholders of KWE in jurisdictions other than Jersey, the United Kingdom, the United States, the Netherlands and the Cayman Islands can receive any such document, make Elections and/or receive New KW Shares pursuant to the Scheme. Any persons who are resident in, or citizens or nationals of, or otherwise subject to the law of, any jurisdiction other than Jersey, the United Kingdom, the United States, the Netherlands or the Cayman Islands should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable requirements 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 Merger disclaim any responsibility or liability for the violation of such requirements by any person.

This Announcement, the Scheme Document and the accompanying documents have been prepared for the purpose of complying with Jersey law, the Listing Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if such documents had been prepared in accordance with the laws of any jurisdiction outside of England and Wales and Jersey. Nothing in this Announcement, the Scheme Document and the accompanying documents should be relied upon on any other basis. Unless otherwise determined by KW and KWE or required by the Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly in, into or from a jurisdiction to the extent that to do so would violate the laws in that jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document and in the KW Prospectus. The publication and content of the KW Prospectus are the responsibility solely of the KW Directors.

Additional information for US investors

The Merger relates to the shares of a Jersey company and is being effected by means of a scheme of arrangement pursuant to the Jersey Companies Law. A transaction effected by means of a scheme of arrangement under Jersey law is not subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended and is exempt from the registration requirements under the US Securities Act of 1933, as amended. Accordingly, the Merger will only be subject to disclosure and other requirements and practices applicable under Jersey law and the Code to schemes of arrangement, which are different from the disclosure and other requirements of the US tender offer and securities laws.

It may be difficult for US holders of KWE Shares to enforce their rights and/or any claims they may have arising under US federal securities laws in connection with the Merger, since KWE is organised under the laws of a country other than the United States, and some of its officers and directors may be residents of countries other than the United States and most of the assets of KWE are located outside the United States. US holders of KWE Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The Merger may, in certain circumstances and subject to the consent of the Panel, be carried out by way of a Takeover Offer under the Jersey Companies Law rather than using a scheme of arrangement. If KW elects to implement the Merger by way of a Takeover Offer, such Takeover Offer will be subject to applicable US tender offer and securities laws and regulations.

In accordance with normal practice under the Code and Jersey law, KW or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, KWE Shares outside the United States, other than pursuant to the Scheme, until the date on which the Merger becomes effective, lapses or is withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

In addition, the Manager is entitled to an annual management fee (payable quarterly in arrear) equal to 1% of KWE's adjusted net asset value, half of which may be paid in certain circumstances in KWE Shares (for further information, please see the Scheme Document). Any information about such purchases and/or fees will be disclosed, as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

None of the securities referred to in this Announcement or the Scheme Document have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of such securities or upon the adequacy or accuracy of the information contained in the Scheme Document. Any representation to the contrary is a criminal offence in the United States.

Notice to Canadian Investors

The New KW Shares are expected to be issued in Canada pursuant to an exemption from the requirement that KW prepare and file a prospectus in the relevant jurisdictions of Canada. Any resale of the New KW Shares if made through the facilities of the NYSE will generally be exempt from the prospectus requirement under Canadian securities legislation. However, such securities legislation may require resales of KW Shares to be made under other statutory exemptions or a discretionary exemption granted by the applicable Canadian securities regulatory authority. Scheme Shareholders resident in Canada are advised to seek legal advice prior to any resale of the New KW Shares issued in connection with the Merger.

Notice to Cayman Islands Investors

There is no registration required nor will any registration be made under the Securities Investment Business Law in the Cayman Islands or with the Cayman Islands Monetary Authority in relation to this Announcement or the Scheme Document. This Announcement and the Scheme Document are distributed to Scheme Shareholders on the basis that they do not represent an offer to the public in the Cayman Islands under any law in the Cayman Islands.

Notice to French Investors

Neither this Announcement nor the Scheme Document constitutes a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council dated 4 November 2003, as amended, or otherwise. Neither this Announcement nor the Scheme Document has been prepared and are not being distributed in the context of an offer to the public of financial securities (offre au public de titres financiers) in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Title 1 of Book II of the General Regulation of the French Autorité des marchés financiers (AMF), and have therefore not been submitted to the AMF for prior approval and clearance procedure.

Notice to Irish Investors

Neither this Announcement nor the Scheme Document is a prospectus within the meaning of the Companies Act 2014 of Ireland, the Prospectus Directive (2003/71/EC) Regulations 2005 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland. Neither this Announcement nor the Scheme Document has been approved or reviewed by or registered with the Central Bank of Ireland. Neither this Announcement nor the Scheme Document constitutes investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or the Markets in Financial Instruments Directive (2004/39/EC). Neither KWE nor KW is an authorised investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or the Markets in Financial Instruments Directive (2004/39/EC) and the recipients of this Announcement and/or the Scheme Document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this Announcement and/or the Scheme Document.

Notice to German Investors

The Offers are made and any accompanying documents are addressed in Germany to Scheme Shareholders only.

Forward-looking statements

This Announcement, the Scheme Document, oral statements made regarding the Merger and other information published by KW and/or KWE may contain statements which are, or may be deemed to be, "forward-looking statements" with respect to the financial condition, results of operations and businesses of KWE and/or KW and/or the KWE Group and/or the KW Group, and certain plans and objectives of KWE and/or KW with respect to KW and its subsidiary undertakings following completion of the Merger, comprised of the KW Group and the KWE Group (the "Combined Group"). All statements, other than statements of historical facts, or of opinion related to historical fact, are forward-looking statements. A forward-looking statement is prospective in nature and is not based on historical facts, but rather on current expectations and/or projections of the persons making the statement about future events, and is therefore subject to risks and uncertainties which could cause actual facts and/or circumstances to differ materially from the future facts and/or circumstances expressed or implied by the forward-looking statement. The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Merger on KW and KWE, the expected timing and scope of the Merger and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "does not anticipate", "believes" or variations of such words and phrases or statements that certain actions, events or circumstances "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although the persons responsible for any forward-looking statements in this Announcement believe that the expectations reflected in such forward-looking statements are reasonable, neither KW nor KWE, nor any of their respective officers, directors, associates or advisors, gives any assurance that any such expectation will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual facts and/or circumstances to differ materially from those expressed or implied by such forward-looking statements. These factors include the non-satisfaction of any of the Conditions, as well as additional factors, such as: risks relating to the KW Group's and/or the KWE Group's credit rating; local and global political and economic conditions, including Brexit; the KW Group's and the KWE Group's economic model and liquidity risks; financial services risk; the risks associated with KW's and KWE's brand, reputation and trust; environmental risks; safety, technology, data security and data privacy risks; the ability to realise the anticipated benefits and synergies of the Merger, including as a result of a delay in completing the Merger or difficulty in integrating the businesses of the companies involved; legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competition and market risks; the impact of foreign exchange rates; pricing pressures; and business continuity and crisis management. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither KW nor KWE, nor any of their respective associates, directors, officers or advisers, gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Each forward-looking statement speaks only as of the date of this Announcement. None of KWE, the KWE Group, KW or the KW Group nor any of their officers, directors, associates or advisers accepts any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the City Code on Takeovers and Mergers

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

This Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will (subject to any applicable restrictions with respect to certain Overseas Shareholders) be made available free of charge on KW's website at ir.kennedywilson.com and on KWE's website at www.kennedywilson.eu by no later than 12 noon (London time) on the Business Day following the date of posting of the Scheme Document to KWE Shareholders.

KWE Shareholders may request a hard copy of this Announcement, and any future documents, announcements and information, by contacting the Corporate Services team at Crestbridge during business hours on +44 (0) 1534 835600 or by submitting a request in writing to the Corporate Services Team, Crestbridge, 47 Esplanade, St Helier, Jersey JE1 0BD.

If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made, with the exception of the Scheme Document and the Forms of Proxy which, where legally permissible, are being made available to all KWE Shareholders in hard copy.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice as soon as possible from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent professional adviser who, if you are taking advice in the United Kingdom, must be appropriately authorised to provide such advice under the United Kingdom Financial Services and Markets Act 2000, or another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by KWE Shareholders, persons with information rights and other relevant persons for the receipt of communications from KWE may be provided to KW during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	Time and/or date
Voting Record Time⁽¹⁾	6.00 p.m. on 6 October 2017
Latest time for lodging the BLUE Form of Proxy (or appointing a proxy electronically or submitting a proxy via CREST) for the Scheme Court Meeting⁽²⁾⁽⁴⁾	10.00 a.m. on 8 October 2017
Latest time for lodging the GREEN Form of Proxy (or appointing a proxy electronically or submitting a proxy via CREST) for the KWE General Meeting⁽³⁾⁽⁴⁾	10.15 a.m. on 8 October 2017
Scheme Court Meeting⁽¹⁾	10.00 a.m. on 10 October 2017
KWE General Meeting⁽¹⁾	10.15 a.m. on 10 October 2017 or as soon thereafter as the Scheme Court Meeting is concluded or adjourned
KW Special Meeting	9.00 a.m. (Pacific Daylight Time) on 12 October 2017
The following dates are provided by way of indicative guidance only, are subject to change and will depend on, among other things, the date on which the Conditions are satisfied or, to the extent capable of waiver, waived, the date on which the Court sanctions the Scheme and the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. KWE will give notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times and/or dates indicated below will be notified in the same way.
Scheme Court Sanction Hearing⁽⁵⁾	10.00 a.m. on 18 October 2017
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, KWE Shares	19 October 2017
Election Return Time (being the latest time for lodging an Election Form or making an Electronic Election either under the Mix and Match Facility or for the Original Offer and for returning IRS Forms W-9 or applicable IRS Forms W-8)⁽⁶⁾	1.00 p.m. on 19 October 2017
Scheme Record Time (including the record time with respect to the KWE Special Distribution and the Closing Dividend Record Time)	6.00 p.m. on 19 October 2017
Suspension of listing of, and dealings, settlement and transfers in, KWE Shares	7:30 a.m. on 20 October 2017
Effective Date	20 October 2017
Cancellation of listing and admission to trading on the London Stock Exchange of KWE Shares	On or after 23 October 2017
Latest date for despatch of the KW Cash Component and the KWE Special Distribution	Within 14 days after the Effective Date
New KW Shares issued and listed on NYSE⁽⁷⁾	Within 14 days after the Effective Date
Crediting of KW CDIs in CREST accounts	Within 14 days after the Effective Date
Longstop Date⁽⁸⁾	30 November 2017
Payment of Closing Dividend	By 10 January 2018

Unless otherwise stated, all references to time in this Announcement are to London time.

Notes:

(1) The Scheme Court Meeting and the KWE General Meeting will both be held at the offices of Sullivan & Cromwell LLP at 1 New Fetter Lane, London, England, EC4A 1AN on 10 October 2017. The Scheme Court Meeting will start at 10.00 a.m. and the KWE General Meeting will start at 10.15 a.m. (or as soon thereafter as the Scheme Court Meeting has been concluded or adjourned). If the Scheme Court Meeting and/or the KWE General Meeting are or is adjourned, the Voting Record Time for the adjourned meeting will be postponed to 6.00 p.m. on the last date to fall two Jersey Working Days before the date of the adjourned meeting.

(2) A BLUE Form of Proxy for the Scheme Court Meeting not lodged by this time (or, in the case of any adjournment of the Scheme Court Meeting, not later than 48 hours before the time fixed for the holding of the adjourned Scheme Court Meeting) will be valid if handed to a representative of the KWE Registrar at the venue of the Scheme Court Meeting, or the Chairman of the Scheme Court Meeting, in each case before the start of the Scheme Court Meeting (or, if relevant, any adjournment thereof).

(3) A GREEN Form of Proxy for the KWE General Meeting will be invalid if not lodged by this time (or, in the case of any adjournment of the KWE General Meeting, by not later than 48 hours before the time fixed for the holding of the adjourned KWE General Meeting).

(4) The completion and return of a Form of Proxy, the electronic appointment of a proxy or the submission of a proxy via CREST will not prevent an eligible Scheme Shareholder from attending and voting in person at the Scheme Court Meeting, or any adjournment thereof, or an eligible KWE Shareholder from attending and voting in person at the KWE General Meeting, or any adjournment thereof. Attending and voting in person will result in the invalidation of any previously lodged proxy. At both of the KWE Meetings, voting on the resolutions set out in the notices at Part Twelve (Notice of Scheme Court Meeting) and Part Thirteen (Notice of KWE General Meeting) of the Scheme Document will be conducted on a poll rather than on a show of hands.

(5) All Scheme Shareholders will have the right to attend and be heard at the Scheme Court Sanction Hearing in person or through counsel to support or oppose the sanctioning of the Scheme by the Court.

(6) If the Scheme Court Sanction Hearing is adjourned, the Election Return Time will be extended to a date and time to be announced.

(7) The precise date will be the subject of an announcement by KWE through a Regulatory Information Service nearer the relevant time.

(8) This is the latest date by which the Scheme must become effective or lapse unless (a) KWE and KW otherwise agree to a later date and (b) the Panel and, if required, the Court permit such later date.