Cushman & Wakefield Ltd DEFA14A, filed Jun 5, 2025

Cushman & Wakefield Ltd. (CWK)

DEFA14A 2025-06-05

Added on October 22, 2026

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	Preliminary Proxy Statement
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Voting Items		Board Recommends
1	To approve the Court Meeting Resolution, a resolution to approve the Scheme as set forth in the Document.		For

Voting Items		Board Recommends
1	To approve Scheme Resolution No. 1, a proposal to approve the Scheme and give the Board the authority to carry out the procedural actions necessary to implement the Scheme.		For
2	To approve Scheme Resolution No. 2, a proposal to authorize the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares.		For
3	To approve Scheme Resolution No. 3, a proposal to approve the issuance 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.		For
4	To approve Scheme Resolution No. 4, a proposal 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 New Cushman & Wakefield Shares.		For
5	To approve the General Meeting Adjournment Resolution, a proposal 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

Voting Items		Board Recommends
1	To approve Advisory Resolution No. 1, Bye-law Provision: Board Declassification, a proposal seeking our Shareholders’ views, on a non-binding, advisory basis, on the declassification of the New Cushman & Wakefield Board.		For
2	To approve Advisory Resolution No. 2, Bye-law Provision: Removal of Directors Only for Cause, a proposal seeking our Shareholders’ views, on a non-binding, advisory basis, on the Shareholders’ rights to remove directors only for cause between Annual General Meetings.		For
3	To approve Advisory Resolution No. 3, Bye-law Provision: Business Combinations, a proposal seeking 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, with and absent approval of the New Cushman & Wakefield Board.		For
4	To approve Advisory Resolution No. 4, Bye-law Provision: Authorization of Preference Shares, a proposal seeking our Shareholders’ views, on a non-binding, advisory basis, on the authorization of preference shares in the New Cushman & Wakefield Bye-laws.		For
5	To approve the Shareholders Meeting Adjournment Resolution, a proposal 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


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THIS IS NOT A VOTABLE BALLOT	CUSHMAN & WAKEFIELD PLC 2025 Special Meeting Vote by July 13, 2025 11:59 PM ET

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.