Pershing Square : Articles of Incorporation

THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

of

PERSHING SQUARE HOLDINGS, LTD.

(as adopted by a Special Resolution of the Voting Shares and Ordinary Resolution of the Public Shares passed on 3 May 2023)

Registered on February 2, 2012 with registration number 54602

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	THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED
	COMPANY LIMITED BY SHARES
	AMENDED AND RESTATED
	ARTICLES OF INCORPORATION
	of
	PERSHING SQUARE HOLDINGS, LTD.
	Table of Contents
1.	STANDARD ARTICLES	1
2.	INTERPRETATION	1
3.	AMENDMENTS	14
4.	SHARE CAPITAL	14
5.	ISSUE OF SHARES	20
6.	PRE-EMPTION ON ALLOTMENT AND ISSUE OF SHARES	20
7.	REPURCHASE OF SHARES	23
8.	COMMISSIONS	23
9.	KEY MAN EVENT	24
10.	COMPULSORY REDEMPTIONS BY THE COMPANY	24
11.	DETERMINATION OF NET ASSET VALUE	25
12.	SUSPENSION OF DETERMINATIONS OF NET ASSET VALUE	27
13.	VARIATION OF CLASS RIGHTS	27
14.	CLASS MEETINGS	29
15.	TRUSTS	29
16.	NOTIFICATION OF INTERESTS IN PUBLIC SHARES BY MEMBERS	29
17.	CERTIFICATES	30
18.	LIEN	30
19.	CALLS ON SHARES	31
20.	FORFEITURE AND SURRENDER OF SHARES	32
21.	PROHIBITED US PERSONS	33
22.	REGISTER OF MEMBERS	34
23.	TRANSFER AND TRANSMISSION OF SHARES	34
24.	EXCESS SHARES AND EXCESS PLAN SHARES	39
25.	UNTRACED SHAREHOLDERS	46
26.	ALTERATION OF CAPITAL	47
27.	GENERAL MEETINGS	48
28.	NOTICE OF GENERAL MEETINGS	49
29.	PROCEEDINGS AT GENERAL MEETINGS	50
30.	VOTES OF MEMBERS	51
31.	PROXIES	53
32.	WRITTEN RESOLUTIONS	54
33.	NUMBER, APPOINTMENT AND QUALIFICATION OF DIRECTORS	54
34.	REMUNERATION OF DIRECTORS	55
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35.	INDEMNITIES	56
36.	INSURANCE	57
37.	REGISTERS OF DIRECTORS	57
38.	BORROWING POWERS OF THE BOARD	57
39.	OTHER POWERS AND DUTIES OF THE BOARD	57
40.	CONFLICTS OF INTEREST	59
41.	DISQUALIFICATION AND REMOVAL OF DIRECTORS	62
42.	PROCEEDINGS OF DIRECTORS	63
43.	EXECUTIVE DIRECTORS	64
44.	AGENT AND SERVICE PROVIDERS	64
45.	SECRETARY AND RESIDENT AGENT	65
46.	THE SEAL	65
47.	COMMON SIGNATURE	65
48.	AUTHENTICATION OF DOCUMENTS	65
49.	DIVIDENDS	66
50.	INVESTMENT ACCOUNTS	67
51.	RESERVES	68
52.	CAPITALISATION OF PROFITS	68
53.	ACCOUNTS AND REPORTS	69
54.	AUDITORS	71
55.	NOTICES AND OTHER COMMUNICATIONS	72
56.	WINDING UP	73
57.	DISCLOSURE OF THIRD PARTY BENEFICIAL INTERESTS IN SHARES	74
58.	DURATION	76
59.	DISCLOSURE OF ADDITIONAL INFORMATION	77
60.	MEMBER SPECIFIC COSTS	77
61.	JURISDICTION	77
62.	SEVERABILITY	77
63.	RESOLVING AMBIGUITY	78

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THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

of

PERSHING SQUARE HOLDINGS, LTD.

1. STANDARD ARTICLES
   The standard articles of incorporation prescribed pursuant to Section 16(2) of the Law shall be excluded in their entirety.
2. INTERPRETATION

2.1 In these Articles the following words shall bear the following meanings if not inconsistent with the subject or context:

Words	Meanings
£	the lawful currency of the United Kingdom.
Accounting Date	subject to the Law, the last day of December of
	each year, or such other date as the Board at any
	time determines.
Accounts	either (a) individual accounts prepared in
	accordance with Section 243 of the Law or (b)
	consolidated accounts prepared in accordance
	with Section 244 of the Law.
Adverse Consequences	the treatment of the Company as a "controlled
	foreign corporation" under Section 957 of the US
	Internal Revenue Code.
Affiliate	with respect to any specified person:
	(a) any person that directly or indirectly controls,
	is directly or indirectly controlled by or is
	directly or indirectly under common control
	with such specified person;

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(b) any person that serves as a director or officer (or in any similar capacity) of such specified

	person; and
	(c) any person with respect to which such
	specified person serves as a general partner or
	trustee (or in any similar
	(d) capacity),
	and the term Affiliated shall have a correlative
	meaning.
	For the purposes of this definition, control
	(including controlling, controlled by and under
	common control with) means the direct or
	indirect power to direct or cause the direction of
	the management and policies of a person, whether
	through the ownership of voting securities, by
	contract or otherwise.
Articles	the articles of incorporation of the Company,
	as amended from time to time.
Beneficiary	with respect to any Trust, the charitable
	organisation that is specified in the trust
	instrument for that Trust or is named as
	beneficiary of that Trust in accordance with the
	provisions of such trust instrument, provided that
	no Beneficiary shall be a US Person or a Plan or
	be Constructively Owned by any US Person.
Board	the Directors at any time acting as the board of
	directors of the Company in accordance with these
	Articles or the Law, or, as the case may be, the
	Directors assembled as a committee established in
	accordance with Article 39.3.
Business Day	any weekday, except Saturday and Sunday, on
	which banks in New York and the city or cities in
	which any stock exchange on which the Public
	Shares are traded is or are, as the case may be,
	located are open for normal banking business or as
	is otherwise specified by the Board.

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