Onex notes change regarding share voting rights

• Voting Rights Change (May 11, 2026): An "Event of Change" has triggered a restructuring of voting rights for Subordinate Voting Shares (SVS) and Multiple Voting Shares (MVS). SVS holders now possess one vote per share and elect 80% of the board. MVS holders retain election rights for 20% of the board but lose most shareholder meeting voting rights.
• Sunset Provision: Onex will repurchase MVS for nominal consideration by May 11, 2029, or earlier if Gerald W. Schwartz and family cease to own at least 5% of outstanding SVS.
• Current Ownership: Gerald W. Schwartz currently owns approximately 10.6% of the outstanding SVS.
• Emerald Divestiture (May 11, 2026): Onex Partners sold majority stake (>90%) in Emerald Holding Inc. to Apollo Funds for ~$1.5 billion. Emerald will delist and become private.
• NCIB Renewal (April 15, 2026): Normal Course Issuer Bid renewed to repurchase up to 10% of public float through April 2027.

• Governance Shift: The voting rights change is a structural adjustment rather than a financial event. While MVS holders lose shareholder meeting voting power, the board election entitlement remains (20%). This reduces minority influence but stabilizes control for SVS holders (Schwartz).
• Liquidity Event: The Emerald sale provides ~$1.5 billion in liquidity to Onex Partners III and V, reducing capital tied up in public equities. This is positive for fund returns but does not directly impact Onex Corp.'s balance sheet earnings significantly beyond the proceeds received.
• Routine Nature: Governance changes of this type are often anticipated in dual-class structures when ownership thresholds shift. The "Event of Change" language suggests a technical trigger rather than a strategic pivot.
• Risk Aversion View: Loss of voting rights for MVS holders is technically negative for shareholder democracy, but the stability provided by Schwartz's continued control (10.6% SVS) mitigates activist risk. Overall impact on stock price is likely neutral as financial fundamentals remain unchanged.

• Business Model: Onex operates as a diversified financial services company with three main segments: Private Equity (Onex Partners), Credit Strategies, and Investing (including Insurance via Convex Group Limited).
• Flagship Project: The acquisition of Convex Group Limited ($7 billion) is the core growth engine. Convex is a specialty property & casualty reinsurer projected to generate $6 billion in gross premiums written in 2025.
• Strategic Shift: Moving from pure private equity to a model with recurring net income and free cash flow via insurance operations (Convex).