FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

CORRECTION TO OPD FILED ON 24 APRIL 2017 - CORRECTION RELATES TO INFORMATION IN SECTION 3 BELOW

1. KEY INFORMATION

(a) Full name of discloser:	Kennedy-Wilson Holdings, Inc. (the "Offeror")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	The persons/entities listed in section 3 below
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Kennedy-Wilson Holdings, Inc.
(d) Is the discloser the offeror or the offeree?	Offeror
(e) Date position held: The latest practicable date prior to the disclosure	21 April 2017
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A"	Yes - Kennedy Wilson Europe Real Estate plc

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Shares of common stock, par value $0.0001 each (ISIN: US4893981070)
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a) Interests in the Offeror's shares of common stock held by persons acting in concert with the Offeror

Class of relevant security:	Shares of common stock, par value $0.0001 each (ISIN: US4893981070)
Name	Number	%
William McMorrow (director)	1,761,451 ⁽¹⁾	1.54
Leslie McMorrow (William McMorrow's wife)	90,851	0.08
Tyler McMorrow (William McMorrow's son)	387,821	0.34
William McMorrow and his close relatives (held by William McMorrow as trustee of the William J. McMorrow Revocable Trust)	11,270,894	9.87
William McMorrow and his close relatives (held by William McMorrow as trustee of the John & Sons Retirement Trust)	8,443	0.01
Norman Creighton (director)	303,074 ⁽²⁾	0.27
Cathy Hendrickson (director)	57,718 ⁽³⁾	0.05
Cathy Hendrickson and her close relatives (held by Cathy Hendrickson and James Hendrickson as trustees of the Hendrickson Family Trust)	12,476	0.01
David Minella (director)	2,362,032 ⁽⁴⁾	2.07
Kent Mouton (director)	441,440 ⁽⁵⁾	0.39
Jerry Solomon (director)	39,500 ⁽⁶⁾	0.03
Jerry Solomon and his close relatives (held by Jerry Solomon and Anna Solomon as trustees of the Solomon Family Trust)	75,500	0.07
Stanley Zax	242,300 ⁽⁷⁾	0.21
Goldman Sachs & Co. LLC	75,289	0.06
Total	17,128,789	15

^{(1) This number includes 583,334 restricted stock grants ("RSGs") issued to William McMorrow by the Offeror. Whilst these RSGs have not yet vested, William McMorrow has the right to exercise the voting rights in respect of the underlying stock in the Offeror.}

⁽²⁾ ^{This number includes 24,000 RSGs issued to Norman Creighton by the Offeror. Whilst these RSGs have not yet vested, Norman Creighton has the right to exercise the voting rights in respect of the underlying stock in the Offeror.}

^{(3) This number includes 24,000 RSGs issued to Cathy Hendrickson by the Offeror. Whilst these RSGs have not yet vested, Cathy Hendrickson has the right to exercise the voting rights in respect of the underlying stock in the Offeror.}

^{(4) This number includes 24,000 RSGs issued to David Minella by the Offeror. Whilst these RSGs have not yet vested, David Minella has the right to exercise the voting rights in respect of the underlying stock in the Offeror.}

^{(5) This number includes 166,668 RSGs issued to Kent Mouton by the Offeror. Whilst these RSGs have not yet vested, Kent Mouton has the right to exercise the voting rights in respect of the underlying stock in the Offeror.}

^{(6) This number includes 24,000 RSGs issued to Jerry Solomon by the Offeror. Whilst these RSGs have not yet vested, Jerry Solomon has the right to exercise the voting rights in respect of the underlying stock in the Offeror.}

^{(7) This number includes 24,000 RSGs issued to Stanley Zax by the Offeror. Whilst these RSGs have not yet vested, Stanley Zax has the right to exercise the voting rights in respect of the underlying stock in the Offeror.}

(b) Cash-settled derivatives in the Offeror's shares of common stock held by persons acting in concert with the Offeror

Class of relevant security:	Shares of common stock, par value $0.0001 each (ISIN: US4893981070)
Name	Number	%
Goldman Sachs & Co. LLC	5,943	0.01
Total	5,943	0.01

Class of relevant security:	Shares of common stock, par value $0.0001 each (ISIN: US4893981070)
Name Goldman Sachs & Co. LLC	Short positions
Name Goldman Sachs & Co. LLC	Number	%
(1) Relevant securities owned and/or controlled:	169,796	0.14
(2) Cash-settled derivatives:	700	0.01
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil
Total	170,496	0.15

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(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 party to the offer making the disclosure or any person acting in concert with it:

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 party to the offer making the disclosure, or any person acting in concert with it, 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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

Date of disclosure:	8 May 2017
Contact name:	In Ku Lee - Senior Vice President, Deputy General Counsel
Telephone number:	+1 310 887 6400

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's 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:

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