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Report on Proceedings at the Special Meeting
TEXTAINER GROUP HOLDINGS LIMITED
Incorporated in Bermuda
Company number: EC18896
NYSE share code: TGH
JSE share code: TXT
ISIN: BMG8766E1093
LEI: 529900OHEYRATAFMIT89
("Textainer" or "the Company")
REPORT ON PROCEEDINGS AT THE SPECIAL MEETING
On October 22, 2023, Textainer announced its proposed acquisition by entities affiliated with Stonepeak, a
leading alternative investment firm specialising in infrastructure and real assets, in accordance with the
Agreement and Plan of Merger, by and among the Company, Typewriter Parent Ltd. and Typewriter Merger
Sub Ltd ("the Merger Proposal").
Capitalised terms used but not defined herein have the meanings assigned thereto in the Proxy Statement
attached as exhibit 99.1 to the Company's Report on Form 6-K, which was furnished to the Securities
Exchange Commission (the "SEC") on January 17, 2024 at www.sec.gov.
Shareholders are advised that, at the Special Meeting of Shareholders held on February 22, 2024, the
resolution to approve the Merger Proposal was approved by more than the requisite majority of votes, being
more than 75% of the votes cast by holders of the Company Common Shares and the Company Preference
Shares, voting together as a single class. (1)
The Company confirms the voting statistics from the Special Meeting as follows:
Total number of Company Common Shares in issue as of January 5, 41,375,795
2024 (the "Record Date")
Total number of Company Preference Shares in issue as of the Record 12,000
Date
Total number of Company Common Shares represented at the Special 27,967,623 (67.59%)
Meeting virtually or by proxy
Total number of Company Preference Shares represented at the 6,248 (52.07%)
Special Meeting virtually or by proxy
Proposal 1: The Merger Proposal
The Merger Proposal was approved by the holders of Company Common Shares and Company
Preference Shares, based upon the voting results set forth below.
For Against Abstain Broker Non-Vote (2)
27,905,498 31,027 37,345 0
(1) Each Company Common Share and Company Preference Share is entitled to one vote per share. Each of the
12,000,000 depositary shares issued and outstanding in respect of the Company's Series A Preference Shares or
Series B Preference Shares (each of which are traded on the NYSE) represents a 1/1000th interest in the applicable
underlying Company Preference Share. Holders of depositary shares were entitled to vote the number of Series A
Preference Shares and Series B Preference Shares represented by such depositary shares, respectively.
(2) Broker non-votes represent shares (including related depositary receipts issued in respect of the preference shares)
traded on the NYSE and held by a broker with discretionary authority (i.e., shares held by the broker in "street
name") for which no voting instruction was received from the related beneficial owner. Under applicable NYSE
rules, such a broker cannot vote these shares on "non-routine" matters (such as the Merger Proposal and
Proposal 2: The Adjournment Proposal
Because there were sufficient votes to approve the Merger Proposal, the Adjournment Proposal was not
presented.
Textainer Group Holdings Limited
Investor Relations
Phone: +1 (415) 658-8333
ir@textainer.com
23 February 2024
Sponsor: Investec Bank Limited
Adjournment Proposal) without instructions from the beneficial owner. Broker non-votes are considered present for
purposes of determining a quorum at, but do not count as votes cast at, the Special Meeting.
Date: 23-02-2024 08:00:00
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