Capital Markets Committee

Committee Members

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Richard Boucher

Todd Boehly

Trevor Bowen

David Minella

William McMorrow

Stanley Zax

Capital Markets Committee

CHARTER OF THE CAPITAL MARKETS COMMITTEE
OF THE BOARD OF DIRECTORS

I. Purpose

PurposeThe purpose of the Capital Markets Committee (the “Committee”) of Kennedy-Wilson Holdings, Inc. (the “Company”) shall be to provide assistance to the Board of Directors of the Company in monitoring and overseeing the policies and activities of the Company and its subsidiaries relating to the Company’s capital markets activities, including equity and debt offerings. The Committee shall undertake the specific responsibilities and duties set forth in this Charter and such other duties as the Board of Directors may from time to time prescribe.

II. Structure and Operations

Membership

The Committee shall be comprised of three or more directors as determined by the Board of Directors (upon the recommendation of the Nominating Committee). At least a majority of the members of the Committee shall be “independent” directors as defined in the Company’s Corporate Governance Guidelines and consistent with the New York Stock Exchange listing standards.

Appointment and Removal

The members of the Committee shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors. The Board of Directors shall also designate one member to be the chairperson of the Committee. The chairperson shall chair all regular sessions of the Committee and set agendas for all Committee meetings.

Delegation to Subcommittees

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee composed of one or members of the Committee, when it deems it appropriate and in the best interests of the Company.

The Committee may delegate to one or more officers of the Company the authority to finalize documentation for transactions and/or policies approved by the Committee; provided that such delegation is in compliance with all of the other governing documents of the Company and applicable law. In the event of such delegation, the delegated officer(s) shall report to the Committee on any actions taken.

III. Meetings

MeetingsThe Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter. The chairperson of the Committee, in consultation with other Committee members and management, shall determine the frequency and length of the Committee meetings. The Committee may invite to its meeting any director, employee of the Company and such other persons as it deems appropriate in order to carry out its responsibilities.

At all meetings of the Committee, a majority of the total number of members of the Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee. A member of the Committee shall abstain from voting on any transaction in which he or she has, or may have, a conflict of interest, and shall disclose such conflict of interest to the Committee prior to participating in any discussions regarding the transaction.

IV. Responsibilities

In discharging its responsibilities and duties, the Committee shall:

1. Review management’s plans and recommendations with respect to public equity and debt offerings and recommend any actions to be taken by the Board of Directors that it deems advisable and in the best interests of the Company.
2. Review management’s plans and recommendations with respect to corporate mergers and acquisitions and recommend any actions to be taken by the Board of Directors that it deems advisable and in the best interests of the Company.
3. Unless otherwise specified by the Board of Directors, act as the pricing or special committee for all public equity and debt offerings to be undertaken by the Company.
4. Unless otherwise specified by the Board of Directors, act as the transaction committee for all corporate mergers and acquisitions transactions to be undertaken by the Company.
5. Review and monitor management’s plans and strategies for managing foreign currency exchange exposure.
6. Monitor and oversee the Company’s compliance with financial covenants that are part of its corporate debt instruments.
7. Report regularly to the Board of Directors (i) with respect to matters that are relevant to the Committee’s discharge of its responsibilities; and (ii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the chairperson or any other member of the Committee designated by the Committee to make such report.
8. Periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board of Directors.
9. Perform such other duties as may be delegated to it by the Board of Directors from time to time

V. Resources and Authority

The Committee shall have available to it the resources and authority appropriate to discharge its duties and responsibilities, including support from the Company’s management. The Committee shall also have the sole authority to select, retain and terminate (and approve or ratify the fees and other retention terms of) special or independent counsel, accountants, consultants and other advisors, as it deems necessary or appropriate. The Company shall provide appropriate funding to allow the Committee to compensate any advisors retained by the Committee and to pay for ordinary administrative expenses of Committee.