Amendment to Agreement and Plan of Merger

Kennedy-Wilson Holdings, Inc. has entered into an Amendment to Agreement and Plan of Merger with Kona Bidco, LLC and Kona Merger Subsidiary, Inc. This amendment modifies the original merger agreement, specifically concerning the voting requirements for the merger completion. A key change is the requirement for an affirmative vote of at least two-thirds of the outstanding voting power of the Company Voting Stock, excluding shares owned by William J. McMorrow, Matthew Windisch, In Ku Lee, and certain affiliates of Fairfax Financial Holdings Limited. This amendment is a condition for the merger’s completion, as per Delaware General Corporation Law. The amendment details are provided as an exhibit to this Form 8-K filing.