SEC Form PRE 14A filed by Cushman & Wakefield plc

3/28/25 9:00:16 AM ET

$CWK

Real Estate

Finance

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PRE 14A 1 lcwk2025_pre14a.htm Cushman & Wakefield plc - PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to § 240.14A-12

CUSHMAN & WAKEFIELD PLC

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

MESSAGE FROM THE CEO

[ ], 2025

Dear Fellow Shareholder:

We are proposing to redomicile our parent company from England and Wales to Bermuda. Today, our parent company, Cushman & Wakefield plc, is incorporated in England and Wales but is listed on NYSE, and as a result we are subject to cumbersome and costly administrative processes in the ordinary course of our business. Following the proposed transaction, we will continue to be listed on NYSE, and the proposed transaction is not expected to have any material change on our day-to-day operations or the tax residence of our operating companies, as discussed below.

Summary of Key Objectives

The principal objective of the Redomiciliation is to facilitate shareholder value creation by reducing the administrative burden and associated costs of dual regulation in the U.S. and the U.K. The Redomiciliation will also allow us to align our corporate governance with the expectations of our largely U.S. shareholder base under the more adaptable and business-friendly corporate law of Bermuda, while allowing us to maintain a stable corporate structure and capital flexibility.

Redomiciliation is Not Tax-Driven

The Redomiciliation is not tax driven and our subsidiaries’ jurisdictions of tax residence will not be changing.

Continued Commitment to Europe

We remain committed to our businesses in the U.K. and the rest of Europe as a leading provider of commercial real estate services. The change in jurisdiction of our parent company is not expected to have any material impact on our day-to-day operations, services, management, board of directors or employee base.

Manner of Voting

As shareholders of Cushman & Wakefield, you are entitled to vote on the proposed transaction, as outlined in this Document.

To implement the Redomiciliation, we must hold a succession of shareholder meetings, and have a series of shareholder votes, on the same day.


CUSHMAN & WAKEFIELD \| REDOMICILIATION PROXY STATEMENT		1

We summarize the meetings to be held and the votes to be taken in this Document.

As an overview, we will hold a court meeting and then a general meeting of our shareholders, followed by a shareholders meeting to have non-binding, advisory votes on proposed governance changes.

Please take a look at the letter from our Executive Vice President, Chief Legal Officer & Secretary beginning on the following page for the recommendation of the board of directors of Cushman & Wakefield on how to vote your shares in this transaction.

Your Vote is Important

We encourage you to vote promptly online, or, if you requested to receive printed proxy materials, by completing the proxy cards or voting instruction forms enclosed or provide under separate cover.

Sincerely yours,

MICHELLE MACKAY
Chief Executive Officer

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

LETTER FROM THE EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER & SECRETARY: VOTING METHODS

Capitalized terms used but not otherwise defined in this Document have the meanings given to them in the section titled “Definitions” of this Document.

Location

In person at 1290 Avenue of the Americas, 7^thFloor, New York, New York 10104.

Delivery Date

On or about , 2025, our proxy materials are first being mailed or made available to shareholders.

How To Vote

INTERNET: Visit . You will need the multi-digit number included in your proxy card, voting instruction form or notice regarding the availability of proxy materials.

PHONE: Call or the number on your proxy card, voter instruction form or notice card. You will need the multi-digit number included in your proxy card, voting instruction form or notice card.

MAIL: If you received a paper copy of the proxy materials by mail, you may send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.

Important Notice Regarding the Availability of Proxy Materials for the Meetings to Be Held on , 2025.

The accompanying Document is available for viewing, printing and downloading at .

You may request a copy of the materials relating to our Redomiciliation, including this Document, by following the instructions on your notice card, or by contacting our Investor Relations team by telephone at +1 312 338-7860 or by e-mail at [email protected].

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Items to be Voted On:

Meeting	Matter for Approval		Board Recommendations
*Resolutions Which Must Be Approved for Redomiciliation To Become Effective*
Court Meeting	(1)	Scheme: Redomiciliation		Vote “FOR”
General Meeting	(1)	Approval of the Scheme		Vote “FOR”
	(2)	Cushman & Wakefield Reduction of Capital		Vote “FOR”
	(3)	Issuance of New Shares to New Cushman & Wakefield		Vote “FOR”
	(4)	Articles Amendment to Subject all Cushman & Wakefield Shares to the Scheme		Vote “FOR”
	(5)	Adjournment (in case of insufficient votes)		Vote “FOR”
*Non-Binding, Advisory Votes on Certain Governance Changes Implemented as Part of Redomiciliation*
Shareholders Meeting	(1)	Bye-law Provision: Board Declassification		Vote “FOR”
	(2)	Bye-law Provision: Removal of Directors Only for Cause		Vote “FOR”
	(3)	Bye-law Provision: Business Combinations		Vote “FOR”
	(4)	Bye-law Provision: Authorization of Preference Shares		Vote “FOR”
	(5)	Adjournment (in case of insufficient votes)		Vote “FOR”

To obtain the shareholder approvals required to effect the introduction of New Cushman & Wakefield, a new holding company incorporated in Bermuda that will become the parent holding company of the Cushman & Wakefield Group and the issuer of the shares you will hold following the Redomiciliation, we will be holding a series of back-to-back meetings to comply with certain U.S. and U.K. requirements.

These back-to-back meetings include the Court Meeting, a meeting ordered by the High Court of Justice of England and Wales, and the General Meeting, a related general meeting of Cushman & Wakefield Shareholders. Each of the resolutions to be voted on at the Court Meeting and the General Meeting (other than any adjournment resolution) must be approved by the requisite majority in order for the Redomiciliation to become effective.

In addition, due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on certain governance changes that we are proposing to implement in connection with the Redomiciliation at a separate Shareholders Meeting immediately following the General Meeting. The vote on each of the resolutions at the Shareholders Meeting (other than the adjournment resolution) is only on an advisory basis and will not affect the approval of the Redomiciliation.

You are cordially invited to attend the Meetings in person to the extent that you hold Cushman & Wakefield Shares.

The New Cushman & Wakefield Shares will be listed on NYSE trading under the symbol “CWK”, the same symbol under which our shares are currently trading.

We are asking Cushman & Wakefield Shareholders to approve the Redomiciliation via the Scheme and certain other related proposals. The Scheme will be approved if a majority in number who represent 75 percent or more in value of Cushman & Wakefield Shares present and voting, in person

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

or by proxy, at the Court Meeting approve the Scheme. In addition, we are asking Shareholders to approve certain other matters related to the implementation of the Scheme. These matters require approval by at least 75 percent of the votes cast by Cushman & Wakefield Shareholders, in person or by proxy, at the General Meeting. Approval of each of these other matters by the requisite majority is a condition to the Scheme, and if any one of those matters is not so approved, the Redomiciliation will not occur.

If the Scheme is approved and becomes effective, Shareholders will become shareholders in New Cushman & Wakefield which will have certain different governance arrangements to Cushman & Wakefield. At the same time as seeking Shareholders’ approval for the Scheme, we are therefore also holding Shareholders’ advisory votes, on a non-binding basis, on some of the proposed terms of the New Cushman & Wakefield Bye-laws that are different from the current governance arrangements of Cushman & Wakefield.

These Advisory Resolutions will be considered approved if there is an affirmative vote of a majority of the votes cast by Shareholders, in person or by proxy at the Shareholders Meeting. However, the implementation of the Scheme is not conditional on approval of any of the Advisory Resolutions. Accordingly, a vote against any of the Advisory Resolutions will not count as a vote against the Scheme. Similarly, if any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed New Cushman & Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in either Advisory Resolution No. 2 (Bye-law Provision: Removal of Directors Only for Cause) or No. 4 (Bye-law Provision: Authorization of Preference Shares) if the non-binding, advisory vote in respect of either such resolution evidences substantial Shareholder opposition to such proposal.

The Board has determined that the Scheme, including the Redomiciliation and the related governance changes, are in the best interests of Cushman & Wakefield and its shareholders and, as such, has approved the proposal of the Scheme, including the Redomiciliation and those governance changes. The Board unanimously recommends that you vote “FOR” each of the resolutions proposed at the Court Meeting, the General Meeting and the Shareholders Meeting, in each case, as described in this Document. All of the members of the Board and all of our executive officers have indicated that they currently intend to vote in favor of the Scheme at the Court Meeting and each of the resolutions proposed at the General Meeting and the Shareholders Meeting with respect to the Cushman & Wakefield Shares they hold.

This Document provides you with detailed information about the Redomiciliation. We urge you to read all of the information contained and incorporated by reference in this Document, including the “Risk Factors” section, as well as the Annex hereto, carefully and in its entirety. Do not rely solely on this letter or the “Summary” section as a substitute for reading this Document in full.

All Cushman & Wakefield Shareholders are invited to attend the Meetings in person. Only holders of record of Cushman & Wakefield Shares as of 5:00 p.m. Eastern Time on 2025, the Notice Record Date, are entitled to notice of the Meetings or any adjournment thereof. 5:00 p.m. Eastern Time on 2025 will also serve as the record date for determining those holders of Cushman & Wakefield Shares held in “street name” beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those shares at the Meetings.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

The Voting Record Time, being the record date for determining those Cushman & Wakefield Shareholders who are entitled to vote their Cushman & Wakefield Shares at the Meetings will be 5:00 p.m. Eastern Time on 2025 or, if any Meeting is adjourned by 48 hours or more, on the date that is 10 days prior to the date fixed for the adjourned Meeting.

Your vote is important, regardless of the number of Cushman & Wakefield Shares you own. To make sure your Cushman & Wakefield Shares are represented at the Meetings, please submit your proxy or your instructions to your broker, bank or other nominee as soon as possible, whether or not you plan to attend the Meetings in person. You may submit your proxy either over the telephone, through the internet or by signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover in the envelope(s) provided. If you have any questions or need assistance voting your shares, please contact Georgeson LLC, our proxy solicitor, by calling +1(855) 632-4656 (within the U.S. and Canada) or +1(210) 675-8322. Brokers and banks may call +1(855) 632-4656.

Sincerely,

NOELLE J. PERKINS
Executive Vice President,
Chief Legal Officer & Secretary

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transaction described in this Document or the securities to be delivered in the Redomiciliation or determined if this Document is truthful or complete. Any representation to the contrary is a criminal offense.

Neither the Registrar of Companies in Bermuda nor the BMA or any other regulatory body in Bermuda has approved or disapproved of the transaction described in this Document or the securities to be delivered in the Redomiciliation or determined if this Document is truthful or complete. Any representation to the contrary is a criminal offense.

This Document is dated , 2025 and, together with the Proxy Card(s) enclosed or provided under separate cover, is first being mailed to Cushman & Wakefield Shareholders on or about , 2025.

* * *

Important Notice Regarding the Availability of Proxy Materials for the Meetings to Be Held on , 2025

This Document and our Annual Report on Form 10-K for the year ended December 31, 2024 are available for viewing, printing and downloading at .

You may request a copy of the materials relating to the Meetings, including the Document and our on Form 10-K for the year ended December 31, 2024 by following the instructions on your notice card, or by contacting our Investor Relations team by telephone at +1 312 338-7860 or by e-mail at [email protected].

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

TABLE OF CONTENTS

DEFINITIONS	8
IMPORTANT NOTICES	12
Overseas Jurisdictions	12
Accounting Standards	13
Special Note Regarding Forward-Looking Statements	13
SUMMARY	14
The Redomiciliation	14
Other Information	21
QUESTIONS AND ANSWERS	22
Information about this Document	22
The Redomiciliation	22
The Meetings	27
Tax Matters	32
ACTION TO BE TAKEN	33
Voting at the Meetings	33
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	37
RISK FACTORS	39
Risks Associated with the Redomiciliation	39
Risks Relating to Regulation, Taxation and Structure	41
PART I – Explanatory Statement	45
PART II – Conditions to and Further Terms of the Scheme	69
PART III – The Scheme of Arrangement	71
PART IV – Taxation	77
Material U.K. Tax Consequences	77
The Redomiciliation	78
New Cushman & Wakefield Shares	79
Material Bermuda Tax Consequences	80
Material U.S. Federal Income Tax Consequences	81
Material U.S. Federal Income Tax Consequences of the Redomiciliation	81
Material U.S. Federal Income Tax Consequences for U.S. New Cushman & Wakefield Shareholders	82
PART V – Additional Information	84
Description of the New Cushman & Wakefield Shares	84
General	84
Share Capital	84
Preference Shares	84
Voting Rights	85
Dividends and Distributions	85
Variation of Class Rights	85
Meetings of Shareholders	86
Quorum	86
Advance Notice Procedures	86
Board of Directors—Election and Removal	87
Vacancies	88
Duties of Directors	88
Related Party Transactions	88
Amendments to New Cushman & Wakefield’s Memorandum of Association and Bye-laws	89
Supermajority Shareholder Voting Provisions	89
Takeovers	89
Shareholder Suits	90
Limitation on Liability and Indemnification	90
Access to Books and Records and Dissemination of Information	91
Transfers of Shares	91
Certain Provisions of Bermuda Law	91
Transfer Agent and Registrar	92
Comparison of the Rights of Cushman & Wakefield Shareholders and New Cushman & Wakefield Shareholders	92
Information on the Cushman & Wakefield and New Cushman & Wakefield Directors	110
Employee Benefit Plans	111
Independent Auditors	111
Where You Can Find More Information	111
Publication on Website	112
Other Information	112
Resolutions after the Redomiciliation	114
Postponements of the Meetings	114
Householding of Proxy Materials	114
PART VI – Notice of Court Meeting	115
PART VII – Notice of General Meeting	118
PART VIII – Notice of Shareholders Meeting	123
ANNEX A: NEW CUSHMAN & WAKEFIELD BYE-LAWS	A-1

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

“2016 Equity Incentive Plan”		DTZ Jersey Holdings Limited Management Equity Incentive Plan, amended and restated effective as of January 2016;
“2018 Omnibus Management Plan”		the Second Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan effective as of May 16, 2024, as the same may be further amended or restated;
“2018 Omnibus Non-Employee Director Plan”		the Second Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan effective as of May 16, 2024, as the same may be further amended or restated;
“Adjournment Resolution”		the General Meeting Adjournment Resolution and the Shareholders Meeting Adjournment Resolution;
“Advisory Resolutions”		all of the non-binding, advisory resolutions to be proposed at the Shareholders Meeting, other than the Shareholders Meeting Adjournment Resolution;
“AMF”		the French Autorité des Marchés Financiers;
“Annex”		the annex attached to this Document;
“Annual General Meeting”		an annual general meeting of New Cushman & Wakefield Shareholders;
“Articles”		the articles of association of Cushman & Wakefield, as amended from time to time;
“Articles Amendment Resolution”		Resolution No. 4 to be proposed at the General Meeting concerning the amendment of the Articles;
“BEPS”		Base Erosion and Profit Shifting;
“Bermuda Companies Act”		the Companies Act 1981 of Bermuda and all other corporate and tax statutes in effect from time to time in Bermuda that govern Bermuda companies;
“BMA”		Bermuda Monetary Authority;
“Board”		the board of directors of Cushman & Wakefield;
“business day”		a day (excluding a Saturday, Sunday, public or bank holiday) on which banks generally are open for business in the City of London, City of Hamilton and City of New York for the transaction of normal banking business;
“Certificated” or “In Certificated Form”		not in uncertificated form (that is, not held in DTC);
“Check-the-Box Election”		has the meaning set forth in “Part I (Explanatory Statement) – Check-the-Box Election” of this Document;
“CITA”		the Corporate Income Tax Act 2023;
“Code”		the Internal Revenue Code of 1986, as amended;
“Companies Act”		the United Kingdom Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force;
“Company” or “Cushman & Wakefield”		Cushman & Wakefield plc, a public limited company incorporated in England and Wales with registered number 11414195;
“Conditions”		the conditions to the implementation of the Scheme set forth in “Part II (Conditions to and Further Terms of the Scheme)” of this Document;
“Court”		the High Court of Justice of England and Wales;
“Court Hearing”		the hearing by the Court of the application to approve the Scheme;

“Court Meeting”		the meeting of the Scheme Shareholders convened by order of the Court pursuant to Part 26 of the Companies Act for , 2025 to consider and, if thought fit, approve the Scheme, and any adjournment or postponement thereof, notice of which is set out in “Part VI (Notice of Court Meeting)” of this Document;
“Court Meeting Resolution”		the resolution to be proposed at the Court Meeting;
“Court Order”		the order of the Court sanctioning the Scheme under Part 26 of the Companies Act and confirming the Cushman & Wakefield Reduction of Capital;
“CTA”		the U.K. Corporation Tax Act 2009;
“Cushman & Wakefield Equity Incentive Plans”		the 2018 Omnibus Management Plan, the 2018 Omnibus Non-Employee Director Plan and the 2016 Equity Incentive Plan together with any additional stock incentive plans approved by Shareholders by resolution at any general meeting of the Company’s Shareholders which may occur on or before the date of the Meetings;
“Cushman & Wakefield Group”		the Cushman & Wakefield group of companies;
“Cushman & Wakefield Reduction of Capital”		the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares provided for by Clause 1 of the Scheme and under Chapter 10 of Part 17 of the Companies Act;
“Cushman & Wakefield Shareholder”		a holder of Cushman & Wakefield Shares;
“Cushman & Wakefield Shares”		the Cushman & Wakefield Ordinary Shares of $0.10 nominal value each;
“Depositary”		Computershare Trust Company, N.A., as depositary for ordinary shares that could not be deposited with DTC as of the closing of the Company’s initial public offering;
“Document”		this joint proxy statement and Scheme circular document published by Cushman & Wakefield in connection with the Scheme, together with all information incorporated by reference herein;
“DTC”		the relevant system to facilitate the transfer of title to shares in uncertificated form in respect of which The Depository Trust Company is the operator;
“Effective Date”		the day when the Scheme becomes effective;
“ES Act”		the Economic Substance Act 2018 of Bermuda, as amended;
“EUTPA”		the Exempted Undertakings Tax Protection Act 1966;
“Exchange Agent”		Computershare Trust Company, N.A., the exchange agent in connection with the Scheme;
“Exchange Control Act”		the Exchange Control Act 1972;
“FCA”		the United Kingdom Financial Conduct Authority;
“FIRB”		the Australian Foreign Investment Review Board;
“General Meeting”		the general meeting of the Company convened for , 2025, and any adjournment or postponement thereof, notice of which is set out in “Part VII (Notice of General Meeting)” of this Document;
“General Meeting Adjournment Resolution”		the resolution to be proposed at the General Meeting to adjourn the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme Resolutions at the General Meeting;
“General Meeting Resolutions”		all of the special and ordinary resolutions to be proposed at the General Meeting;
“GRA”		gain recognition agreement within the meaning of Treasury regulations section 1.367(a)-8;
“HMRC”		his Majesty’s Revenue & Customs;
“Holder”		a registered holder (including any person(s) entitled by transmission);
“IFRS”		the International Financial Reporting Standards issued by the International Accounting Standards Board, as endorsed by the U.K. Endorsement Board;

“ITA”		the U.K. Income Tax Act 2007;
“Meetings”		the Court Meeting, the General Meeting and the Shareholders Meeting;
“New Cushman & Wakefield”		Cushman & Wakefield Ltd., a new company formed as an exempted company limited by shares incorporated under the Bermuda Companies Act;
“New Cushman & Wakefield Board”		the board of directors of New Cushman & Wakefield;
“New Cushman & Wakefield Bye-laws”		the amended and restated bye-laws of New Cushman & Wakefield adopted on and conditional upon the Scheme becoming effective;
“New Cushman & Wakefield Memorandum of Association”		the memorandum of association of New Cushman & Wakefield;
“New Cushman & Wakefield Shareholder”		a holder of New Cushman & Wakefield Shares;
“New Cushman & Wakefield Shares”		the common shares, par value $0.10 per share, of New Cushman & Wakefield;
“New Shares”		such number of new Cushman & Wakefield Shares of Cushman & Wakefield equal to the number of Scheme Shares cancelled pursuant to the Cushman & Wakefield Reduction of Capital to be created immediately following the Cushman & Wakefield Reduction of Capital and to be issued credited as fully paid to New Cushman & Wakefield pursuant to the Scheme;
“Notice Record Date”		as defined in “Expected Timetable of Principal Events”;
“NSIA”		the National Security and Investment Act 2021, as amended;
“NYSE”		the New York Stock Exchange;
“OECD”		the Organization for Economic Co-operation and Development;
“Overseas Shareholder”		a Cushman & Wakefield Shareholder who has a registered address outside the United Kingdom, the United States or Bermuda, or who is a citizen of, or resident in, a jurisdiction other than the United Kingdom, the United States, or Bermuda;
“Proposal” or “Redomiciliation”		the introduction of a new Bermuda-incorporated holding company that will become the parent holding company of the Cushman & Wakefield Group and the issuer of the shares you hold, to be effected by means of the Scheme of Arrangement;
“Proxy Cards”		the Proxy Cards (labelled “Court Meeting”, “General Meeting” or “Shareholders Meeting”) for use at the applicable Meeting (or any of them as the context may require), which are being sent to Cushman & Wakefield Shareholders;
“Registrar of Companies”		the Registrar of Companies in England and Wales;
“Resolutions”		collectively, the Adjournment Resolutions, the Advisory Resolutions, the Court Meeting Resolution, the Scheme Resolutions and the Shareholders Meeting Resolutions;
“Restricted Jurisdiction”		any jurisdiction (for the avoidance of doubt, excluding the United Kingdom, Bermuda and the United States) where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Scheme is sent or made available to Cushman & Wakefield Shareholders in that jurisdiction;
“Scheme” or “Scheme of Arrangement”		the scheme of arrangement proposed to be made under Part 26 of the Companies Act between the Company and the Scheme Shareholders, as set out in “Part III (The Scheme of Arrangement)” of this Document, with or subject to any modification, addition or condition approved or imposed by the Court;
“Scheme Record Time”		5:00 p.m. Eastern Time on the business day immediately preceding the date of the Court Hearing;
“Scheme Resolutions”		the General Meeting Resolutions other than the General Meeting Adjournment Resolution;

“Scheme Shareholders”		the holders of the Scheme Shares from time to time;
“Scheme Shares”		(a) the Cushman & Wakefield Shares in issue at the date of this Document; (b) any Cushman & Wakefield Shares issued after the date of this Document and before the Voting Record Time; and (c) any Cushman & Wakefield Shares issued at or after the Voting Record Time and prior to the Scheme Record Time, on terms that the holder shall be bound by the Scheme, and in each case (where the context requires) remaining in issue at the Scheme Record Time and in each case excluding any Cushman & Wakefield Shares held by New Cushman & Wakefield;
“SEC”		the U.S. Securities and Exchange Commission;
“Shareholder”		prior to the Effective Date, a Cushman & Wakefield Shareholder, and, following the Effective Date, a New Cushman & Wakefield Shareholder;
“Shareholder Helpline”		as defined in “Summary”;
“Shareholders Meeting”		the meeting of the Shareholders convened for , 2025, and any adjournment or postponement thereof, notice of which is set out in “Part VIII (Notice of Shareholders Meeting)” of this Document;
“Shareholders Meeting Adjournment Resolution”		the resolution to be proposed at the Shareholders Meeting to adjourn the Shareholders Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Advisory Resolutions at the Shareholders Meeting;
“Shareholders Meeting Resolutions”		all of the resolutions to be proposed at the Shareholders Meeting;
“Share Restructuring”		the cancellation of the Scheme Shares (as defined in the Scheme) and the issue of the New Cushman & Wakefield Shares to Scheme Shareholders (as defined in the Scheme) pursuant to the Redomiciliation;
“Transfer Agent”		Computershare Trust Company, N.A., as transfer agent for Cushman & Wakefield and New Cushman & Wakefield;
“Uncertificated” or “In Uncertificated Form”		recorded on the relevant register as being held in uncertificated (i.e., book-entry) form, in the name of Cede & Co., and beneficial title to which may, by virtue of the DTC regulations, be transferred by means of DTC;
“United Kingdom” or “U.K.”		the United Kingdom of Great Britain and Northern Ireland;
“United States” or “U.S.”		the United States of America;
“U.S. Exchange Act”		the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time;
“U.S. Securities Act”		the Securities Act of 1933, as amended; and
“Voting Record Time”		5:00 p.m. Eastern Time on , 2025 or, if the Court Meeting, the General Meeting or the Shareholder Meeting, as the case may be, is adjourned by 48 hours or more, close of business on the day which is not less than 10 days before the date fixed for the adjourned Court Meeting, General Meeting or Shareholder Meeting, as the case may be, or, if the Company gives notice of the adjourned Court Meeting, General Meeting or Shareholder Meeting, as the case may be, and an entitlement time is specified in that notice, the time specified in that notice.
All references to “£” are to the lawful currency of the United Kingdom.
All references to “$” or “U.S. dollars” are to the lawful currency of the United States.
All references to “Bermuda dollar” are to the lawful currency of Bermuda.
All references to any statutory provision, law, order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

	•	read the letter from Michelle MacKay, Chief Executive Officer of the Company, which begins on the cover of this Document and briefly explains the Redomiciliation;
	•	read the letter from Noelle Perkins, Executive Vice President, Chief Legal Officer & Secretary, and “Action to be Taken,” which explain the actions to be taken by you, including how to make sure your vote is counted;
	•	read this “Summary”;
	•	read “Part I (Explanatory Statement)” and the remainder of this Document in its entirety;
	•	submit your proxy or your instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the Meetings in person; and
	•	if you have any questions, contact the shareholder helpline, details of which are set forth below (the “Shareholder Helpline”).

		, 2025
		, 2025
Court Meeting	General Meeting		Shareholders Meeting

A meeting convened by order of the Court to allow Scheme Shareholders to vote on the Scheme, as required under U.K. law.	A meeting to vote on four special resolutions required to approve certain other matters related to the implementation of the Scheme, as required under U.K. law.		A meeting to vote on certain provisions proposed to be included in the New Cushman & Wakefield Bye-laws, as required under applicable rules and regulations of the SEC. The vote on each of the Advisory Resolutions at the Shareholders Meeting is non-binding and advisory and will not affect the approval of the Redomiciliation.

	•	the approval of the Scheme by a majority in number who represent 75 percent or more in value of the Cushman & Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting;
	•	the Scheme Resolutions being passed by 75 percent of the votes cast by Cushman & Wakefield Shareholders, in person or by proxy, at the General Meeting; and
	•	the approval of the Court.

Event	Expected Date Time
Record date for determining those holders of record of Cushman & Wakefield Shares who are entitled to notice of the applicable Meetings (“Notice Record Date”) and those holders of Cushman & Wakefield Shares held in “street name” beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman & Wakefield Shares	5:00 p.m. Eastern Time on	, 2025
Mailing of this Document	, 2025
Voting Record Time	5:00 p.m. Eastern Time on	, 2025	⁽¹⁾
Latest time for Proxy Cards for each of the Court Meeting, the General Meeting and the Shareholders Meeting to be received	7:00 p.m. Eastern Time on	, 2025	⁽²⁾
Latest time for the submission of a proxy via the phone or the internet for each of the Court Meeting, the General Meeting and the Shareholders Meeting	7:00 p.m. Eastern Time on	, 2025
Court Meeting	Eastern Time on	, 2025
General Meeting	Eastern Time on	, 2025	⁽³⁾
Shareholders Meeting	Eastern Time on	, 2025	⁽⁴⁾
*The following dates and times associated with the Scheme are subject to change and will depend on, among other* *things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, the date* *on which the Court sanctions the Scheme and the date on which the Court Order is delivered to the Registrar of* *Companies*
Scheme Record Time	5:00 p.m. Eastern Time on D-1 business day⁽⁵⁾
Court Hearing to approve the Scheme and confirm the Cushman & Wakefield Reduction of Capital	a date as soon as reasonably practicable after the satisfaction (or, if applicable, waiver) of the Conditions (other than any Conditions which are capable of being satisfied only upon or following the Scheme being sanctioned) (“D”)⁽⁵⁾
Last time of trading in and for registration of transfers, and for disablement in DTC, of Cushman & Wakefield Shares	5:00 p.m. Eastern Time on D+1 business day⁽⁵⁾
Effective Date	D+2 business days⁽⁵⁾
Issuance of New Cushman & Wakefield Shares; cancellation of Cushman & Wakefield Shares and the listing thereof; crediting of New Cushman & Wakefield Shares to DTC accounts	Effective Date⁽⁵⁾⁽⁶⁾
Commencement of trading in New Cushman & Wakefield Shares	Effective Date⁽⁵⁾
Latest date for dispatch of checks to Shareholders in Restricted Jurisdictions	14 days after disposal of the Cushman & Wakefield Shares

(2)	The Proxy Card (labelled “Court Meeting”) for the Court Meeting, if not received by the time stated above (or, if the Court Meeting is adjourned, by 7:00 p.m. Eastern Time on the day before the date fixed for the adjourned Court Meeting), may be handed to the chair of the Court Meeting before the start of the Court Meeting. If the Proxy Cards (labelled “General Meeting” or “Shareholders Meeting”) for the applicable Meeting are not returned by the specified time, they will be invalid. See “Action to be Taken.”
(3)	Or as soon thereafter as the Court Meeting shall have concluded or adjourned.
(4)	Or as soon thereafter as the General Meeting shall have concluded or adjourned.
(5)	These times and dates are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, the date on which the Court sanctions the Scheme and the date on which) the Court Order is delivered to the Registrar of Companies.
(6)	The Effective Date of the Scheme is expected to be in the second half of 2025.

Issue	Cushman & Wakefield (England)	New Cushman & Wakefield (Bermuda)	Benefit
Cash Savings	Incremental annual cash costs of maintaining incorporation in England, such as production of separate IFRS financial statements and accompanying annual reports that are of limited utility to our Shareholders	Lower costs of maintaining Bermuda incorporation	Estimated overall annual cash savings from reduced administrative, accounting and legal complexity
Share Buybacks	Must be conducted through shareholder-approved contracts with shareholder-approved counterparties; approvals must be renewed every five years or more frequently U.K. stamp duty imposed on Cushman & Wakefield	No similar restrictions No stamp duty	Greater flexibility and reduced costs of executing share buybacks
Dividends, Distributions and Share Buybacks	Requirement to have sufficient “distributable reserves” calculated as aggregate earnings over time	No restrictions other than solvency tests	Greater flexibility in returning capital to shareholders, as is customary in the U.S.
Supermajority Requirements	A variety of corporate transactions require the approval of 75 percent of the votes cast	Generally, not applicable except in schemes of arrangement; reduced reliance on schemes of arrangement	Greater flexibility to change organizational documents and pursue value-enhancing transactions that receive the required shareholder approval under the New Cushman & Wakefield Bye-laws
Mergers or Business Combinations	Mergers are generally not available Business combinations effected pursuant to a scheme of arrangement requiring approval by a majority in number who represent 75 percent or more in value of the shares held by shareholders present and voting	Mergers available No supermajority vote required for mergers under default Bermuda law	Greater flexibility to pursue mergers and other business combinations (with supermajority vote contemplated under the provision in the New Cushman & Wakefield Bye-laws for business combinations which are not approved by the New Cushman & Wakefield Board)

	•	savings from no longer having to prepare and file consolidated annual IFRS statutory accounts for Cushman & Wakefield which are compliant with requirements of the Companies Act. We believe such IFRS accounts provide limited incremental information to our principally U.S. shareholder base given the SEC-compliant U.S. GAAP financial reporting that we separately provide to Shareholders (and will continue to provide after the Redomiciliation);
	•	reduced external legal counsel costs associated with the impact of certain English rules on our proxy statements, annual and special meetings of Shareholders and other legal issues associated with incorporation under the laws of England and Wales;
	•	stamp duty of 0.5 percent of the value of share buybacks no longer applying; and
	•	other administrative savings, such as transfer agent savings due to simpler Bermuda share transfer processes.

	•	the Redomiciliation is not tax-driven, and our subsidiaries’ tax residence will not change;
	•	as a Bermuda company, the Company will continue trading on NYSE (under the symbol “CWK”) and will continue to be governed by SEC rules and regulations;
	•	our day-to-day operations and those of our operating companies are expected to be materially unaffected by the Redomiciliation;
	•	the Redomiciliation is not expected to result in any material changes in the Company’s offices, management team, the Board or employee base, nor will it result in material changes to our operating companies’ client offerings or services; and
	•	there will be no material change in our U.S. GAAP financial statements and no changes in our financial documents, financings or credit agreements as a result of the Redomiciliation.

	(a)	the Scheme having been approved by a majority in number who represent 75 percent or more in value of the Cushman & Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy at the Court Meeting;

	(b)	all Scheme Resolutions proposed at the General Meeting having been approved by the requisite majority;

	(c)	the directors having not resolved to abandon the Scheme prior to the Court Order sanctioning the Scheme (the directors have discretion to determine that the Scheme should no longer proceed if they consider that it is no longer in the best interests of the Company and the Shareholders as a whole);

	(d)	all statutory, regulatory or governmental consents, licenses, confirmations, clearances (including, but not limited to, any foreign investment clearances), permissions and other approvals required in connection with the Scheme under applicable laws in the United Kingdom, the United States, Bermuda and the various countries in which we do business and/or hold our interests in, including certain approvals from FIRB, the FCA, the AMF, and under the NSIA, have been obtained on terms reasonably acceptable to the Board;

	(e)	the New Cushman & Wakefield Shares to be issued pursuant to the Scheme having been authorized for listing on NYSE, subject to official notice of issuance;

	(f)	the sanction (with or without modification) of the Scheme and the confirmation of the Cushman & Wakefield Reduction of Capital by the Court as described in “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — Court Approval”;

	(g)	the delivery of a copy of the Court Order and the related statement of capital to the Registrar of Companies, and, if so ordered by the Court, the registration of the Court Order and the related statement of capital by the Registrar of Companies; and

	(h)	at the Effective Date, there being no threatened, pending or effective decree, order, injunction or other legal restraint prohibiting the consummation of the Scheme or related transactions.

	•	the approval of Scheme Shareholders at the Court Meeting; and
	•	the passing of the Scheme Resolutions set out in the notice of the General Meeting.

	(a)	the reserve arising in the books of account of the Company as a result of the Cushman & Wakefield Reduction of Capital in Resolution No. 2 above be applied by the Company in paying up in full at par such number of new Cushman & Wakefield Shares of ten cents ($0.10) each in the capital of the Company (“New Shares”) as shall be equal to the number of Scheme Shares cancelled pursuant to Resolution No. 2 above, which shall be allotted and issued, credited as fully paid, to Cushman & Wakefield Ltd. (“New Cushman & Wakefield”) and/or its nominee(s) in accordance with the terms of the Scheme; and

	(b)	conditional on the Scheme becoming effective in accordance with its terms, in addition to all existing authorities, for the purposes of section 551 of the Companies Act (and so that expressions used in this Resolution shall bear the same meaning as in the said section 551), the board of directors of the Company be generally and unconditionally authorized to exercise all the powers of the Company to allot the New Shares, provided that, (i) the maximum aggregate nominal amount of relevant securities that may be allotted under this authority shall be the aggregate nominal amount of the said New Shares referred to in paragraph (a) above, (ii) this authority shall expire (unless previously revoked, varied or renewed) on the fifth anniversary of this Resolution, and (iii) this authority shall be in addition and without prejudice to any other authority under section 551 of the Companies Act previously granted and in force on the date on which this Resolution is passed;”

	(a)	In this article, references to the “Scheme” are to the scheme of arrangement under Part 26 of the Companies Act 2006 between the Company and the Scheme Shareholders (as defined in the Scheme dated , 2025 (as amended or supplemented)) and as approved by the holders of the Scheme Shares at the meetings convened by the Court (as defined in the Scheme) and as may be modified or amended in accordance with its terms, and expressions defined in the Scheme shall have the same meanings in this article.

	(b)	Notwithstanding either any other provision of these Articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any Cushman & Wakefield Shares (other than to New Cushman & Wakefield or its nominee(s)) on or before the Scheme Record Time (as defined in the Scheme), such shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such Cushman & Wakefield Shares shall be bound by the Scheme accordingly.

	(c)	Notwithstanding any other provision of these Articles, if any Cushman & Wakefield Shares are issued to any person (other than New Cushman & Wakefield or its nominee(s)) (“New Member”) after the Scheme Record Time (“Disposal Shares”), such New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) will, provided the Scheme shall have become effective, be obliged to transfer immediately the Disposal Shares to New Cushman & Wakefield (or to such other person as New Cushman & Wakefield may otherwise direct) who shall be obliged to acquire all of the Disposal Shares in consideration of and conditional on the issue by or on behalf of New Cushman & Wakefield to the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) of the equivalent share in the capital of New Cushman & Wakefield for each Disposal Share to which the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) would have been entitled had each Disposal Share been a Scheme Share.

	(d)	On any reorganization of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the close of business on the Effective Date (as defined in the Scheme), the number of shares in the capital of New Cushman & Wakefield to be issued pursuant to (c) above shall be adjusted by the Company in such manner as the Board may determine to be appropriate to reflect such reorganization or alteration. References in this article to Cushman & Wakefield Shares shall, following such adjustment, be construed accordingly.

	(e)	To give effect to any transfer required by this article, the Company may appoint any person as attorney for the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favor of New Cushman & Wakefield (or such other person as New Cushman & Wakefield otherwise directs) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Disposal Shares in New Cushman & Wakefield (or such other person as New Cushman & Wakefield otherwise directs) and pending such vesting to exercise all such rights attaching to the Disposal Shares as New Cushman & Wakefield may direct. If an attorney is so appointed, the New Member or any subsequent holder or any nominee of such New Member or any such subsequent

		holder shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of New Cushman & Wakefield) be entitled to exercise any rights attaching to the Disposal Shares unless so agreed by New Cushman & Wakefield. The Company may give good receipt for the purchase price of the Disposal Shares and may register New Cushman & Wakefield (or such other person as New Cushman & Wakefield otherwise directs) as holder of the Disposal Shares and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member or any subsequent holder or any nominee of such New Member or any such subsequent holder for any Disposal Shares.

	(f)	In connection with the Scheme, if, in respect of any Scheme Shareholder who the Company or New Cushman & Wakefield reasonably believes is a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or New Cushman & Wakefield is advised that the allotment and issue of New Cushman & Wakefield Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States or Bermuda or would, or might, require the Company or New Cushman & Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or New Cushman & Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous, then (i) the Company may (unless such Scheme Shareholder satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer transferring, prior to the Scheme Record Time, the Scheme Shares held by such Scheme Shareholder to a nominee to hold such Scheme Shares in trust for that Scheme Shareholder, on terms that the nominee shall sell the New Cushman & Wakefield Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date or (ii) New Cushman & Wakefield may, in its sole discretion, determine that no such New Cushman & Wakefield Shares shall be allotted and issued to such Scheme Shareholder pursuant to the Scheme but instead such shares shall be allotted and issued to a nominee appointed by New Cushman & Wakefield as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall be paid to such Scheme Shareholder in accordance with the provisions of Clause 4 of the Scheme. In the absence of bad faith or willful default, none of the Company, New Cushman & Wakefield, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale.

	(g)	Notwithstanding any other provision of these Articles, both the Company and the directors may refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date.”

	(a)	the Board, decided at a meeting by a majority of votes, and

	(b)	the Members, by a resolution of the holders of a majority of the issued Shares of the Company entitled to vote in person or by proxy at a general meeting of the Company, and the quorum for such meeting shall be that required in Bye-Law 7; or

Director	Number of Cushman & Wakefield Shares	Number of New Cushman & Wakefield Shares	Percentage Ownership*
Michelle M. MacKay	250,885	250,885	*
Brett White	1,645,704	1,645,704	*
Billie Ida Williamson	88,992	88,992	*
Michelle Felman	27,844	27,844	*
Jodie W. McLean	71,823	71,823	*
Jennifer J. McPeek	18,503	18,503	*
Angela Sun	53,298	53,298	*
Rajesh Vennam	18,503	18,503	*

	•	New Cushman & Wakefield will have the same share capital structure as the Company currently has with the New Cushman & Wakefield Shares being listed on NYSE;
	•	New Cushman & Wakefield Shareholders will hold the same proportionate interests in New Cushman & Wakefield as they hold in the Company as at the Scheme Record Time;
	•	the resident representative of New Cushman & Wakefield will be Appleby Global Corporate Services (Bermuda) Ltd. who will be responsible for ensuring New Cushman & Wakefield’s compliance with the Bermuda Companies Act;
	•	the relevant system to facilitate the transfer of title to shares in uncertificated form will be DTC;
	•	New Cushman & Wakefield’s ongoing costs and expenses are expected to be less than the current expected ongoing costs and expenses of the Company; and
	•	depending on their personal circumstances, the tax implications for certain categories of Shareholders holding New Cushman & Wakefield Shares may differ in certain respects from the tax implications of holding Cushman & Wakefield Shares. Shareholders are referred to the information in “Part IV (Taxation).” Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in “Part IV (Taxation)” may not apply to all Cushman & Wakefield Shareholders, and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Cushman & Wakefield Shares in light of your particular situation.

SEC Form PRE 14A filed by Cushman & Wakefield plc

DEFINITIONS

IMPORTANT NOTICES

Overseas Jurisdictions

Accounting Standards

Special Note Regarding Forward-Looking Statements

SUMMARY

The Redomiciliation

The Scheme (see “Part III (The Scheme of Arrangement)”)

Advisory Resolutions (see “Part I (Explanatory Statement) — Shareholders Meeting”)

Meetings and Consents for Implementation of the Proposal and Advisory Resolutions (see “Part I (Explanatory Statement) — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions”)

Approval of each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, a vote against any of the Scheme Resolutions will be a vote against the Scheme.

Recommendation of the Board (see “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation”)

Interests of Certain Persons in Matters to be Acted Upon (see “Part V (Additional Information) — Information on the Cushman & Wakefield and New Cushman & Wakefield Directors — Interests of Certain Persons in Matters to Be Acted Upon”)

Reasons for the Redomiciliation (see “Part I (Explanatory Statement) — 1. Background to and Reasons for the Redomiciliation”)

Conditions to and Further Terms of the Scheme (see “Part II (Conditions to and Further Terms of the Scheme)”)

Regulatory Approvals (see “Part II (Conditions to and Further Terms of the Scheme)”)

Accounting Treatment of the Scheme (see “Part I (Explanatory Statement) — Shareholders Meeting — 19. Accounting Treatment of the Scheme”)

Effectiveness of the Scheme

Material Tax Consequences

Material U.K. Tax Consequences (see “Part IV (Taxation) — Material U.K. Tax Consequences — The Redomiciliation”)

Material Bermuda Tax Consequences (“Part IV (Taxation) — Material Bermuda Tax Consequences”)

Material U.S. Federal Income Tax Consequences (see “Part IV (Taxation) — Material U.S. Federal Income Tax Consequences)

Other Information

Rights of Dissenting Shareholders

Stock Exchange Listing (see “Part I (Explanatory Statement) — Shareholders Meeting — 12. Listing and Trading”)

Market Price

QUESTIONS AND ANSWERS

Information about this Document

Why am I receiving this Document?

What is this Document?

The Redomiciliation

Why is the Board proposing the Redomiciliation?

What is a scheme of arrangement?

Why is the Board implementing the Redomiciliation by way of a scheme of arrangement?

What are the steps to implement the Redomiciliation by way of a scheme of arrangement?

What are the conditions to completing the Redomiciliation?

What are the major actions that will be performed to effect the Redomiciliation?

What shares will I hold after the Scheme comes into effect?

Do I have to pay anything to receive shares of New Cushman & Wakefield in the Redomiciliation?

Will the Redomiciliation dilute my economic or voting interest?

Will the Redomiciliation affect current or future operations of the Cushman & Wakefield Group?

What effect will the Scheme have on the Cushman & Wakefield Equity Incentive Plans?

When does the Board expect to complete the Scheme and the Redomiciliation?

Can I trade my Cushman & Wakefield Shares between the date of this Document and the Effective Date?

After the Redomiciliation, where will the New Cushman & Wakefield Shares be listed?

After the Redomiciliation, will either of Cushman & Wakefield or New Cushman & Wakefield continue to file annual and/or periodic reports with the SEC and the Registrar of Companies?

Do I need to take further action?

After the Redomiciliation, what will happen to the Depositary?

The Meetings

Why are there three separate meetings of Shareholders: a Court Meeting, a General Meeting and a Shareholders Meeting?

Who is entitled to notice of, and to vote at, the Meetings?

What are the total voting rights in the Company?

What is the quorum requirement for each Meeting?

What are the voting requirements at the Meetings?

Do any of the directors or executive officers of Cushman & Wakefield have interests in the Scheme that may be different from, or in addition to, those of other Cushman & Wakefield Shareholders?

Do members of the Board intend to vote at the Meetings?

Can I vote my Cushman & Wakefield Shares in person at the Meetings?

Will there be separate Proxy Cards for each Meeting?

If I am a Cushman & Wakefield Shareholder, how do I vote?

If I hold my Cushman & Wakefield Shares in “street name” through a broker, bank or other nominee, how do I vote?

If I give a proxy, how are my Cushman & Wakefield Shares voted?

What is the difference between holding ordinary shares as a shareholder of record, as a beneficial owner and holder of depositary receipts?

What happens if I do not give specific voting instructions?

What are “broker non-votes” and how are they treated?

How are abstentions treated?

Can I change my vote and/or revoke my proxy?

Where can I find the voting results of the Meetings?

How are joint holders treated?

Who should I contact with questions?

Tax Matters

Will I have to pay any tax as a result of the Scheme?

ACTION TO BE TAKEN

Voting at the Meetings

Shareholders

Beneficial Owners of Shares

Holders through the Depositary

Solicitation of Proxies and Voting Instructions

Changing or Revoking Your Proxy Instructions

Incomplete Instructions and Abstention

	•	persons who were at the Effective Date, or were within 90 days prior to the Effective Date, “affiliates” of Cushman & Wakefield under the U.S. Securities Act will be permitted to sell New Cushman & Wakefield Shares received pursuant to the Redomiciliation in the manner permitted by Rule 144 under the U.S. Securities Act;
	•	persons whose Cushman & Wakefield Shares bear one or more legends restricting transfer will receive New Cushman & Wakefield Shares that are subject to the same restrictions; and
	•	in computing the holding period of their New Cushman & Wakefield Shares for the purposes of Rule 144(d) under the U.S. Securities Act, New Cushman & Wakefield Shareholders should be permitted to “tack” the holding period of their Cushman & Wakefield Shares held prior to the Effective Date.

PART II		CONDITIONS TO AND FURTHER TERMS OF THE SCHEME
		CONDITIONS TO AND FURTHER TERMS OF THE SCHEME

“Articles”	the articles of association of the Company, as amended from time to time;
“Bermuda Companies Act”	the Companies Act 1981 of Bermuda, as may be amended or replaced from time to time;
“business day”	a day (excluding a Saturday, Sunday, public or bank holiday) on which banks generally are open for business in the City of London, City of Hamilton and City of New York for the transaction of normal banking business;
“Certificated” or “in Certificated form”	not in uncertificated form (that is, not held in DTC);
“Company” or “Cushman & Wakefield”	Cushman & Wakefield plc, a public limited company incorporated in England and Wales with registered number 11414195;
“Companies Act”	the United Kingdom Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force;
“Court”	the High Court of Justice of England and Wales;
“Court Hearing”	the hearing by the Court of the application to sanction this Scheme;
“Court Meeting”	the meeting of the Cushman & Wakefield Shareholders convened by order of the Court pursuant to Part 26 of the Companies Act for , 2025 to consider and, if thought fit, approve this Scheme, and any adjournment or postponement thereof, notice of which is set out in “Part VI (Notice of Court Meeting)” of this Document;
“Cushman & Wakefield Reduction of Capital”	the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares provided for by Clause 1 of this Scheme and under Chapter 10 of Part 17 of the Companies Act;
“Cushman & Wakefield Shareholder”	a holder of Cushman & Wakefield Shares;
“Cushman & Wakefield Shares”	the Cushman & Wakefield Ordinary Shares of with nominal value each $0.10;

“Document”	the joint proxy statement and scheme circular document published by the Company in connection with this Scheme, together with all information incorporated by reference herein;
“DTC”	the relevant system to facilitate the transfer of title to shares in uncertificated form in respect of which the Depository Trust Company is the operator;
“Effective Date”	the day when this Scheme becomes effective;
“Exchange Agent”	Computershare Trust Company, N.A., the exchange agent in connection with this Scheme;
“Holder”	a registered holder (including any person(s) entitled by transmission);
“New Cushman & Wakefield”	Cushman & Wakefield Ltd., a new company formed as an exempted company limited by shares incorporated under the Bermuda Companies Act;
“New Cushman & Wakefield Shares”	the common shares, par value $0.10 per share, of New Cushman & Wakefield;
“New Shares”	such number of new Cushman & Wakefield Shares of Cushman & Wakefield equal to the number of Scheme Shares cancelled pursuant to the Cushman & Wakefield Reduction of Capital to be created immediately following the Cushman & Wakefield Reduction of Capital and to be issued credited as fully paid to New Cushman & Wakefield pursuant to this Scheme;
“Registrar of Companies”	the Registrar of Companies in England and Wales;
“Scheme” or “Scheme of Arrangement”	the scheme of arrangement proposed to be made under Part 26 of the Companies Act between the Company and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court;
“Scheme Record Time”	5:00p.m. Eastern Time on the business day immediately preceding the date of the Court Hearing;
“Scheme Shareholders”	the holders of Scheme Shares from time to time;
“Scheme Shares”	(a) the Cushman & Wakefield Shares in issue at the date of this Scheme; (b) any Cushman & Wakefield Shares issued after the date of this Scheme and before the Voting Record Time; and (c) any Cushman & Wakefield Shares issued at or after the Voting Record Time and prior to the Scheme Record Time, on terms that the holder shall be bound by this Scheme, and in each case (where the context requires) remaining in issue at the Scheme Record Time and in each case excluding (if any): (i) any Cushman & Wakefield Shares held by New Cushman & Wakefield; and (ii) any Cushman & Wakefield Shares held as treasury shares;
“Uncertificated” or “In Uncertificated form”	recorded on the relevant register as being held in uncertificated (i.e., book-entry) form, in the name of Cede & Co, the nominee for DTC, and beneficial title to which may, by virtue of the DTC regulations, be transferred by means of DTC;

	(a)	references to Clauses and Sub-Clauses are references to the Clauses and Sub-Clauses respectively of this Scheme;

	(b)	references to a “person” include references to an individual, firm, partnership, company, corporation, other legal entity, unincorporated body of persons or any state or state agency;

	(c)	references to a statute or a statutory provision include the same as subsequently modified, amended or re-enacted from time to time;

	(d)	references to an agreement, deed or document shall be deemed also to refer to such agreement, deed or document as amended, supplemented, restated, verified, replaced and/or novated (in whole or in part) from time to time and to any agreement, deed or document executed pursuant thereto;

	(e)	the singular includes the plural and vice versa and words importing one gender shall include all genders;

	(f)	headings to Parts, Clauses and Sub-Clauses are for ease of reference only and shall not affect the interpretation of this Scheme;

	(g)	to the extent that there shall be any conflict or inconsistency between the terms of this Scheme and the other parts of this Document then the terms of this Scheme shall prevail; and

	(h)	references to “$” mean the lawful currency of the United States.

C.	The issued share capital of the Company as of , 2025, the last practicable date prior to the date of this Scheme is $ consisting of Cushman & Wakefield Shares.

D.	Awards in respect of Cushman & Wakefield Shares have been granted pursuant to certain equity incentive plans of the Company and remain unexercised or unvested as of , 2025.

E.	New Cushman & Wakefield has been incorporated in Bermuda as an exempted company limited by shares under the Bermuda Companies Act for the specific purpose of carrying on the existing business of the Company upon this Scheme becoming effective and being implemented in accordance with its terms.

F.	As of , 2025 (the last practicable date prior to the date of this Scheme), the issued share capital of New Cushman & Wakefield was $0.10 comprising one common share of par value $0.10, credited as fully paid up to $0.10.

G.	New Cushman & Wakefield has agreed to appear by counsel at the Court Hearing to consent to this Scheme and to undertake to be bound thereby and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme including (without limitation) the allotment of New Cushman & Wakefield Shares to the Scheme Shareholders.

	(a)	The issued share capital of the Company shall be reduced by cancelling and extinguishing all of the Scheme Shares.

	(b)	Immediately upon the cancellation of the Scheme Shares referred to in Clause 1(a) taking effect, the Company shall be re-registered as a private company pursuant to section 651 of the Companies Act and the Articles shall be amended accordingly.

	(c)	Subject to the issue of New Cushman & Wakefield Shares pursuant to Clause 2 and immediately upon the re-registration of the Company as a private company referred to in Clause 1(b) taking effect, and notwithstanding anything to the contrary in the Articles, the Company shall apply the credit arising in its books of account as a result of such reduction of capital in paying up, in full at par, such number of New Shares as will have an aggregate nominal value equal to the aggregate nominal value of Scheme Shares cancelled pursuant to Clause 1(a) and shall allot and issue the same, credited as fully paid up (and free from liens, charges, encumbrances, rights of pre-emption, rights of set-off, and other third party rights of any nature whatsoever), to New Cushman & Wakefield and/or its nominee(s).

	(a)	The New Cushman & Wakefield Shares to be issued pursuant to Clause 2 shall rank pari passu with respect to all dividends or distributions made, paid or declared after the Effective Date on the share capital of New Cushman & Wakefield.

	(b)	Without prejudice to the generality of the foregoing, if, in respect of any Scheme Shareholder who the Company or New Cushman & Wakefield reasonably believes is a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or New Cushman & Wakefield is advised that the allotment and issue of New Cushman & Wakefield Shares pursuant to Clause 2 would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States, or Bermuda or would, or might, require the Company or New Cushman & Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or New Cushman & Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous, then New Cushman & Wakefield may, in its sole discretion, determine that no such New Cushman & Wakefield Shares shall be allotted and issued to such Scheme Shareholder under Clause 2 but instead such shares shall be allotted and issued to a nominee appointed by New Cushman & Wakefield as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall be paid to such Scheme Shareholder in accordance with the provisions of Clause 4. In the absence of bad faith or willful default, none of the Company, New Cushman & Wakefield, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale.

	(a)	At the Effective Date, New Cushman & Wakefield shall allot and issue all New Cushman & Wakefield Shares which it is required to allot and issue to give effect to this Scheme.

	(b)	For Scheme Shareholders holding Scheme Shares in certificated form, the delivery of new share certificates in respect of New Cushman & Wakefield Shares allotted and issued to such Scheme Shareholders will be subject to customary exchange procedures established by the Exchange Agent. Scheme Shareholders are not automatically required to return their existing Company share certificates but will not be automatically issued with a new certificate representing their New Cushman & Wakefield Shares. Scheme Shareholders will, however, be required to return their Company share certificate(s) to the Exchange Agent at or before the time they decide to transfer their New Cushman & Wakefield Shares to another party, including when depositing into the DTC or should they prefer to be in receipt of a New Cushman & Wakefield Share certificate.

	(c)	Not later than 14 days following the sale of any relevant New Cushman & Wakefield Shares pursuant to Clause 3(b), New Cushman & Wakefield shall procure that the nominee referred to in Clause 3(b) shall account for the cash payable by dispatching to the persons respectively entitled thereto checks by post.

	(d)	In the event that any Scheme Share certificates shall have been lost, stolen or destroyed, upon the relevant Scheme Shareholder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the relevant Scheme Shareholder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the lost, stolen or destroyed Scheme Share certificate, the Exchange Agent shall provide in exchange for the lost, stolen or destroyed Scheme Share certificate the applicable New Cushman & Wakefield Shares certificate with respect to the New Cushman & Wakefield Shares allotted and issued to such Scheme Shareholder.

	(e)	All deliveries of notices and/or all checks required to be sent pursuant to Clause 4(c) shall be sent through the post in pre-paid envelopes addressed to the persons respectively entitled thereto at their respective addresses appearing in the register of members of the Company at the Scheme Record Time (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of the joint holding) or in accordance with any special instructions regarding communications received at the registered office of the Company before the Scheme Record Time.

	(f)	None of the Company, New Cushman & Wakefield, any nominee referred to in Clause 3(b) or any agent of any of them shall be responsible for any loss or delay in transmission of certificates or checks sent in accordance with this Clause 4.

	(g)	All checks shall be made payable to the Scheme Shareholders concerned (except, in the case of joint holders, the Company reserves the right to make such checks payable to that one of the joint holders whose name stands first in the register of members of the Company) and the encashment of any such check shall be a complete discharge of New Cushman & Wakefield for the moneys represented thereby.

	(h)	This Clause 4 shall be subject to any prohibition or condition imposed by law.

	(a)	With effect from and including the Effective Date, all certificates representing holdings of Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein and every holder of Scheme Shares shall be bound on the request of the Company to deliver up to the Company the certificate(s) in respect of its, his or her entire holding of Scheme Shares.

	(b)	The Company shall make appropriate entries to its register of members to reflect the cancellation of the Scheme Shares and the allotment and issue of New Shares provided for in this Scheme.