UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

January 17, 2024

Commission File Number 001-33725

Textainer Group Holdings Limited

(Translation of registrant’s name into English)

Century House

16 Par-La-Ville Road

Hamilton HM 08

Bermuda

(441) 296-2500

(Address of principal executive office)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable

EXPLANATORY NOTE

Textainer Group Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (the “Company” or “Textainer”) hereby furnishes the proxy statement, the form of proxy card (for use by shareholders other than South African shareholders) and the form of proxy (for use by South African shareholders) (the form of proxy card and form of proxy collectively, the “Proxy Documents”) for the special general meeting of its shareholders to be held on February 22, 2024, at 1:30 p.m., Bermuda Time, at Textainer’s registered office at Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda (the “Special Meeting”). Copies of the proxy statement and Proxy Documents are attached to this Form 6-K as Exhibit 99.1.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements.” Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by Textainer’s shareholders) in the anticipated timeframe or at all, including the possibility that the proposed acquisition does not close; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances requiring Textainer to pay a termination fee; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing; disruptions in the financial markets; certain restrictions during the pendency of the transaction that may impact Textainer’s ability to pursue certain business opportunities or strategic transactions; risks related to diverting management’s attention from Textainer’s ongoing business operation; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Textainer’s common shares, preference shares and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition, other business effects and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; customers’ decisions to buy rather than lease containers; increases in the cost of repairing and storing Textainer’s off-hire containers; Textainer’s dependence on a limited number of customers and suppliers; customer defaults; decreases in the selling prices of used containers; the impact of COVID-19 or future global pandemics on Textainer’s business and financial results; risks resulting from the political and economic policies of the United States and other countries, particularly China, including but not limited to, the impact of trade wars, duties, tariffs or geo-political conflict; risks stemming from the international nature of Textainer’s business, including global and regional economic conditions, including inflation and attempts to control inflation, and geopolitical risks such as the ongoing war in Ukraine and activities in Israel; extensive competition in the container leasing industry and developments thereto; decreases in demand for international trade; disruption to Textainer’s operations from failures of, or attacks on, Textainer’s information technology systems; disruption to Textainer’s operations as a result of natural disasters; compliance with laws and regulations related to economic and trade sanctions, security, anti-terrorism, environmental protection and anti-corruption; the availability and cost of capital; restrictions imposed by the terms of Textainer’s debt agreements; and changes in tax laws in Bermuda, the United States and other countries.

You should carefully consider the foregoing factors and the other risks and uncertainties that affect Textainer’s business described in the proxy statement (including the other documents filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”) that are incorporated by reference therein), all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Textainer assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Textainer does not give any assurance that it will achieve its expectations.

Additional Information and Where to Find It

In connection with the Special Meeting, Textainer will mail or otherwise make available, on or about January 24, 2024, to Textainer’s shareholders as of the January 5, 2024 record date the proxy statement describing the merger proposal to be voted upon at the Special Meeting, as well as logistical information related to the Special Meeting. Along with a proxy statement, Textainer will also send a form of (i) proxy card (for use by shareholders other than South African shareholders) and (ii) proxy (for use by South African shareholders), in each case, enabling shareholders to submit their votes on that proposal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TEXTAINER AND THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain copies of these materials and other documents containing important information about Textainer and the proposed transaction free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Textainer will be made available free of charge on Textainer’s investor relations website at https://investor.textainer.com/.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Textainer and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Textainer’s shareholders in connection with the proposed transaction. Information about Textainer’s directors and executive officers is set forth in the proxy statement, including information incorporated by reference into the proxy statement (such as Textainer’s Report on Form 20-F, which was filed with the SEC on February 14, 2023). Investors may obtain additional information regarding the interest of such participants by reading the proxy statement and other relevant materials regarding the acquisition to be filed with the SEC in respect of the proposed transaction. These documents can be obtained free of charge from the sources indicated above in “Additional Information and Where to Find It”.

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY:

Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 17, 2024

Exhibit 99.1

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Textainer Group Holdings Limited Shareholders:

On behalf of the board of directors (the “Textainer Board”) of Textainer Group Holdings Limited (“we”, “our”, “us”, “Textainer”, or the “Company”), we cordially invite you to attend a special general meeting of the shareholders of Textainer to be held on February 22, 2024, at 1:30 p.m., Bermuda Time, at Textainer’s registered office at Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda (the “Special Meeting”), relating to the acquisition of all issued and outstanding common shares of Textainer (the “Company Common Shares”) by Typewriter Parent Ltd. (“Parent”), a newly formed entity affiliated with Stonepeak Partners LLC (“Stonepeak”).

The acquisition will be effected in accordance with the terms and subject to the conditions set forth in an Agreement and Plan of Merger, dated as of October 22, 2023 (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, a subsidiary of Parent will be merged with and into Textainer (the “Merger”), with Textainer as the surviving company (the “Surviving Company”), and holders of the Company Common Shares (other than (a) the Company Common Shares owned by Parent, Merger Sub or any other wholly-owned subsidiary of Parent, and in each case not held on behalf of third parties, (b) the Company Common Shares owned by Textainer or any of its wholly-owned subsidiaries, (c) Rollover Shares (as defined in the Merger Agreement), if any, and (d) Dissenting Shares (as defined in the Merger Agreement)) will be entitled to receive $50.00 in cash in exchange for each such Company Common Share owned by them immediately prior to the Merger, without interest and subject to any applicable withholding taxes (the “Per Share Merger Consideration”).

Each issued and outstanding cumulative redeemable perpetual preference share of Textainer (each, a “Company Preference Share” and comprised of 7.000% Series A Cumulative Redeemable Perpetual Preference Shares, and the depositary shares representing a 1/000th interest in each such share, and 6.250% Series B Cumulative Redeemable Perpetual Preference Shares, and the depositary shares representing a 1/000th interest in each such share), will automatically convert into a corresponding preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time (as defined below). Within 120 days following the Closing (as defined below), each such issued and outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount to which such holder is entitled pursuant to the applicable certificate of designations. Consequently, the depositary shares issued in respect of the Company Preference Shares (the “Series A Depositary Shares” and the “Series B Depositary Shares,” respectively) will represent a 1/1000th interest in a corresponding preference share of the Surviving Company. The redemption of preference shares of the Surviving Company will result in the corresponding redemption of the Series A Depositary Shares and the Series B Depositary Shares.

After careful consideration, the Textainer Board, on October 22, 2023, unanimously (a) approved and declared advisable the Merger Agreement, the form of the Statutory Merger Agreement (as it may be amended from time to time, the “Statutory Merger Agreement”), and the transactions contemplated thereby, including the Merger, (b) determined that the terms of the Merger Agreement and the Statutory Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Textainer and its Shareholders (as defined below), (c) determined that the Per Share Merger Consideration constitutes fair value for each Company Common Share in accordance with the Companies Act 1981 of Bermuda, as amended (the

“Companies Act”), (d) determined that the conversion of each Company Preference Share into a preference share of the Surviving Company pursuant to the Merger Agreement constitutes fair value for each such Company Preference Share in accordance with the Companies Act, (e) directed that the Merger Agreement, the Statutory Merger Agreement and the Merger be submitted to holders of the Company Common Shares and the Company Preference Shares (together, the “Shareholders”) for their approval and adoption and (f) resolved, subject to the terms and conditions set forth in the Merger Agreement and the Statutory Merger Agreement, to recommend that Shareholders adopt the Merger Agreement and the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger.

At the Special Meeting, Shareholders will be asked to vote, as applicable, on (a) a proposal to approve and adopt the Merger Agreement and the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger (the “Merger Proposal”), and (b) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”). Holders of Series A Depositary Shares and Series B Depositary Shares will be entitled to vote the number of Series A Preference Shares and Series B Preference Shares represented by such depositary shares, respectively.

Assuming a quorum is present, approval of the Merger Proposal requires the affirmative vote of more than 75% of the votes cast on the proposal by holders of the Company Common Shares and the Company Preference Shares, voting together as if they were a single class. Assuming a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the proposal by holders of the Company Common Shares and the Company Preference Shares, voting together as if they were a single class.

The Textainer Board unanimously recommends that you vote, as applicable, “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal.

The Textainer Board has set January 5, 2024 as the record date for determining Shareholders entitled to vote at the Special Meeting. Your vote is very important. Whether or not you plan to attend the Special Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card (the “Proxy Card”) in the envelope provided, or submit your proxy by telephone or the Internet unless you hold your Company Common Shares on the South African branch register of Shareholders kept and maintained by or on behalf of Textainer (such register, the “South African Branch Register” and such Shareholders, the “South African Shareholders”). Whether or not you plan to attend the Special Meeting, if you hold your Company Common Shares on the South African Branch Register, you are urged as promptly as possible to do the following:

The accompanying proxy statement provides important information regarding the Special Meeting and a description of the Merger Agreement and the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger. We urge you to read the accompanying proxy statement (and any documents incorporated by reference into the accompanying proxy statement) carefully and in its entirety. Please pay particular attention to “Risk Factors” beginning on page 14 of the accompanying proxy statement.

If you are a Shareholder who is not a South African Shareholder and have any questions or need assistance voting your Company Common Shares or Company Preference Shares, please contact Georgeson LLC, our proxy solicitor for Shareholders who are not South African Shareholders, by calling toll free at 888-275-8475.

If you are a South African Shareholder and have any questions or need assistance voting your Company Common Shares or Company Preference Shares, please contact Computershare, S.A., our proxy solicitor for South African Shareholders, by calling toll free at 086-110-0930.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger and related agreements and transactions, passed upon the merits or fairness of the Merger or related agreements and transactions or determined if this proxy solicitation is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated January 17, 2024 and, together with the accompanying Proxy Card and Form of Proxy (the Proxy Card and Form of Proxy hereinafter, collectively, the “Proxy Documents”), is first being made available to Shareholders on or about January 17, 2024.

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 22, 2024

Notice is hereby given that a special general meeting (the “Special Meeting”) of the shareholders of Textainer Group Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Textainer”), will be held on February 22, 2024, at 1:30 p.m., Bermuda Time, at Textainer’s registered office at Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda, for the following purposes:

The approval by Shareholders (as defined below) of the Merger Proposal is required to complete the Merger described in the accompanying proxy statement.

The Merger Proposal and Adjournment Proposal are described in the accompanying proxy statement. We urge you to read the accompanying proxy statement, including any documents incorporated by reference, and the annexes carefully and in their entirety. Textainer will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournments or postponements thereof.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF TEXTAINER:

After careful consideration, the board of directors of Textainer (the “Textainer Board”), on October 22, 2023, unanimously (a) approved and declared advisable the Merger Agreement, the form of the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger, (b) determined that the terms of the Merger Agreement and the Statutory Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Textainer and its Shareholders (as defined below), (c) determined that the Per Share Merger Consideration (as defined in the accompanying proxy statement) constitutes fair value for each common share of Textainer (the “Company Common Shares”) in accordance with the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), (d) determined that the conversion of each series of cumulative redeemable perpetual preference shares of Textainer, including those designated as 7.000% Series A Cumulative Redeemable Perpetual Preference Shares and 6.250% Series B Cumulative Redeemable Perpetual Preference Shares into preference shares of the Surviving Company pursuant to the Merger Agreement constitutes fair value for each Company Preference Share in accordance with the Companies Act, (e) directed that the Merger Agreement, the Statutory Merger Agreement and the Merger be submitted to holders of the Company Common Shares and the Company Preference Shares (together, the “Shareholders”) for their approval and adoption and (f) resolved, subject to the terms and conditions set forth in the Merger Agreement and the Statutory Merger Agreement, to recommend that Shareholders adopt the Merger Agreement and the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger.

The Textainer Board unanimously recommends that you vote, as applicable, “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal.

WHO MAY VOTE:

The Textainer Board has fixed the close of business on January 5, 2024 as the record date (the “record date”) for determining Shareholders entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Only Shareholders (including holders of depositary shares) at the close of business on January 5, 2024, the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. Each Company Common Share and Company Preference Share is entitled to one vote. Holders of Series A Depositary Shares and Series B Depositary Shares will be entitled to vote the number of Series A Preference Shares and Series B Preference Shares represented by such depositary shares, respectively.

A quorum of Shareholders is necessary to transact business at the Special Meeting. Two or more persons present at the start of the Special Meeting and representing in person or by proxy more than 50% of the total issued shares entitled to vote at the Special Meeting ordinarily will form a quorum for the transaction of business at the Special Meeting, however, for the Merger Proposal, a quorum requires two or more persons present at the start of the Special Meeting and representing in person or by proxy more than one-third of the total issued shares entitled to vote at the Special Meeting. The Company Common Shares and the Company Preference Shares represented by any proxy will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by Textainer prior to the close of voting at the Special Meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth on this Notice of Special General Meeting of Shareholders.

VOTE REQUIRED FOR APPROVAL:

Your vote is very important. We cannot complete the Merger without the approval of the Merger Proposal. Assuming a quorum is present, approval of the Merger Proposal requires the affirmative vote of more than 75% of the votes cast on the proposal by holders of the Company Common Shares and the Company Preference Shares, voting together as if they were a single class. Assuming a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the proposal by holders of the Company Common Shares and the Company Preference Shares, voting together as if they were a single class.

IF YOU ARE NOT A SOUTH AFRICAN SHAREHOLDER, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE PROMPTLY MARK, SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE AS INSTRUCTED THEREIN, OR SUBMIT YOUR PROXY BY TELEPHONE OR INTERNET. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS ON A VOTING INSTRUCTION CARD FURNISHED BY THE RECORD HOLDER.

IF YOU ARE A CERTIFICATED SOUTH AFRICAN SHAREHOLDER OR A SOUTH AFRICAN WHO HOLDS DEMATERIALISED COMPANY COMMON SHARES WITH “OWN-NAME” REGISTRATION, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED AS PROMPTLY AS POSSIBLE TO COMPLETE THE ENCLOSED FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED THEREIN. IF YOU ARE A SOUTH AFRICAN SHAREHOLDER WHO HOLDS DEMATERIALISED COMPANY COMMON SHARES WITHOUT “OWN-NAME” REGISTRATION WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED AS PROMPTLY AS POSSIBLE TO PROVIDE YOUR CSDP OR BROKER WITH YOUR VOTING INSTRUCTIONS.

TABLE OF CONTENTS

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ABOUT THIS PROXY STATEMENT

This proxy statement incorporates important business and financial information from documents filed with or furnished to the SEC not included in or delivered with this proxy statement. You should rely only on the information contained in or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated January 17, 2024. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement is accurate as of any date other than the date of such information. Our delivery of this proxy statement to Shareholders in connection with the Merger will not create any implication to the contrary.

If you are in any doubt as to the contents of this proxy statement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorized under the appropriate legislation in your jurisdiction, and in South Africa being duly authorized under the South African Financial Advisory and Intermediary Services Act, No 37 of 2002, as amended (the “Fais Act”).

South African Shareholders

The information contained in this proxy statement constitutes factual information as contemplated in section 1(3)(a) of the Fais Act and accordingly should not be construed as express or implied advice in relation to, or a recommendation, guide or proposal that, the Merger is appropriate to the particular investment objectives, financial situations or needs of any Shareholder, and nothing in this proxy statement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. None of Textainer, Parent or Merger Sub are financial services providers licensed as such under the Fais Act. Moreover, nothing in this document should be viewed, or construed, as “advice”, as that term is used in the South African Financial Markets Act, No 19 of 2012, as amended.

All Shareholders

This proxy statement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction where or from any person to whom it is unlawful to make any such offer or solicitation. In particular, this proxy statement does not constitute an offer to the public as contemplated in section 95 of the South African Companies Act, No 71 of 2008, as amended. Information contained in this proxy statement regarding Parent and its affiliates has been provided by Parent, and information contained in this proxy statement regarding Textainer and its affiliates has been provided by Textainer.

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If you have additional questions about the Transactions, need assistance in submitting your proxy or voting your Company Common Shares or Company Preference Shares, or need additional copies of the proxy statement or the enclosed Proxy Documents, please contact our Proxy Solicitor at the following:

For Shareholders who are not South African Shareholders:

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

888-275-8475

For Shareholders who are South African Shareholders:

Computershare Investor Services Proprietary Limited

(Registration number: 2004/003647/07)

Rosebank Towers

15 Biermann Avenue

Rosebank

Johannesburg, South Africa, 2196

Call Toll Free:

086-110-0930

To obtain timely delivery of requested materials, you must request the information no later than February 14, 2024, five business days prior to the Special Meeting.

Unless otherwise indicated or as the context otherwise requires, all references in this proxy statement to the following terms shall have the meanings set out below, and grammatical variations thereof shall have the corresponding meanings:

“acquisition proposal” means any inquiry, offer, indication of interest or proposal from any Person or group (other than Parent and Merger Sub pursuant to the Merger Agreement) providing for, directly or indirectly, in one transaction or a series of transactions: (A) the issuance, sale, acquisition or other disposition (including by way of merger, consolidation, sale of equity interests, share exchange, joint venture, business combination or otherwise) of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) by such Person or group of more than 20% of the outstanding voting power or other equity securities of Textainer or any tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding voting power or other equity securities of Textainer; (B) a merger, consolidation, business combination, recapitalization, reorganization or other similar transaction involving Textainer or its subsidiaries (i) pursuant to which any Person or group, other than holders of the Company Common Shares (as a group) immediately prior to the consummation of such transaction, would hold, directly or indirectly, equity interests in the surviving or resulting entity of such transaction representing more than 20% of the voting power of the surviving or resulting entity or (ii) as a result of which holders of the Company Common Shares (as a group) immediately prior to the consummation of such transaction would hold, directly or indirectly, equity interests in the surviving or resulting entity of such transaction representing less than 80% of the voting power of the surviving or resulting entity; or (C) a sale, lease, exchange, mortgage, pledge, transfer or other disposition of more than 20% of the assets or businesses of Textainer and its subsidiaries on a consolidated basis (determined whether by fair market or book value basis).

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“Adjournment Proposal” means the proposal by the Textainer Board to Shareholders to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal;

“beneficial owner” of a Company Common Share means direct ownership of that Company Common Share and all of the rights comprising that Company Common Share, irrespective of whether the Company Common Share is registered in the name of the person who owns that Company Common Share or in the name of a nominee of the owner of that Company Common Share;

“Broker” means a Person registered as a “broking member equities” in accordance with the provisions of the South African Financial Markets Act, including any nominee of such Person;

“business day” means any day other than a Saturday or Sunday or a day (a) on which banks in New York, New York or Hamilton, Bermuda are required or authorized by law to close or (b) solely for purposes of determining the Closing Date, on which the Registrar of Companies in Bermuda is required or authorized by Law to close, or that is a statutory holiday in the Republic of South Africa;

“Certificate” means each certificate formerly representing any Eligible Shares;

“Certificated South African Shareholder” means a South African Shareholder whose Company Common Shares have not been Dematerialised and which are, accordingly, evidenced by physical share certificates;

“Closing” means the closing of the Transactions;

“Closing Date” means the date on which the Closing actually occurs;

“Code” means the U.S. Internal Revenue Code of 1986, or any successor U.S. federal tax statute;

“Commitment Letters” means, collectively, the Equity Commitment Letter and Debt Commitment Letter and any related exhibits, schedules, annexes, supplements, term sheets and other agreements;

“Common Merger Consideration” means the aggregate amount payable to holders of Eligible Shares;

“Companies Act” means the Companies Act 1981 of Bermuda, as amended;

“Company Common Shares” means the common shares of Textainer, par value $0.01 per share, and “Company Common Share” means any one of them;

“Company Option” means any outstanding option to purchase Company Common Shares granted under the Textainer Share Plan;

“Company RSU” means any outstanding restricted share unit (including those subject to performance vesting metrics) granted under the Textainer Share Plan;

“Company Preference Shares” means, collectively, Textainer’s 7.000% Series A Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share (the “Series A Preference Shares”), and the depositary shares representing a 1/1000th interest in each such share (the “Series A Depositary Shares”), and Textainer’s 6.250% Series B Cumulative Redeemable Perpetual Preference Shares, par value $0.01 per share (the “Series B Preference Shares”), and the depositary shares representing a 1/1000th interest in each such share (the “Series B Depositary Shares”);

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“CSDP” means a Central Securities Depository Participant, being a “participant” as defined in the South African Financial Markets Act including any nominee of such participant;

“Custody Agreement” means the custody mandate agreement between a South African Shareholder holding Dematerialised Shares and a CSDP or Broker, governing their relationship in respect of Dematerialised Shares held by that South African Shareholder;

“Dematerialised” means the process whereby physical share certificates are replaced with electronic records evidencing ownership of Company Common Shares for the purposes of the settlement and clearing system of the JSE managed by Strate;

“DTC” means The Depository Trust Company;

“Effective Time” means the date and time shown on the certificate of merger issued by the Registrar of Companies in Bermuda for the Merger;

“Eligible Shares” means the Company Common Shares issued and outstanding immediately prior to the Effective Time, other than, subject to the last sentence of Section 3.2(g)(ii) of the Merger Agreement, any Excluded Shares;

“exchange agent” means, collectively, Computershare Inc. and its affiliate Computershare Trust Company, N.A.;

“Exchange Control Regulations” means the South African Exchange Control Regulations, 1961, as amended, promulgated in terms of section 9 of the South African Currency and Exchanges Act, No 9 of 1933, as amended and all directives and rulings issued thereunder;

“Excluded Shares” means (a) the Company Common Shares owned by Parent, Merger Sub or any other wholly-owned subsidiary of Parent, and in each case not held on behalf of third parties, (b) Company Common Shares owned by Textainer or any of its direct or indirect wholly-owned subsidiaries, (c) Rollover Shares (as defined in the Merger Agreement) and (d) Dissenting Shares (as defined in the Merger Agreement);

“Form of Proxy” means the form of proxy accompanying this proxy statement for use by Certificated South African Shareholders or South African Shareholders holding Dematerialised Shares with “Own-Name” registration;

“Governmental Entity” means any U.S. (federal, state or local) or non-U.S. (including any supranational) governmental, quasi-governmental, regulatory or self-regulatory authority, enforcement authority, agency, commission, body or other entity or any subdivision or instrumentality thereof, including any public international organization, stock exchange or other self-regulatory organization, court, tribunal or arbitrator or any subdivision or instrumentality thereof, in each case of competent jurisdiction;

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB);

“intervening event” means an event, change, development, circumstance, fact or effect with respect to Textainer or any of its subsidiaries that (a) first becomes actually known by the Textainer Board after the execution and delivery of the Merger Agreement (or if was actually known by the Textainer Board as of or prior to the execution and delivery of the Merger Agreement, the material consequences of which were neither known nor reasonably foreseeable by the Textainer Board at such time) and (b) is material to Textainer and its

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subsidiaries, taken as a whole; provided that under no circumstances will the following events, changes, developments, circumstances, facts or effects constitute an intervening event: (i) the receipt by Textainer, existence or terms of an acquisition proposal or a superior proposal or any matter relating thereto or consequence thereof, (ii) changes in the market price or trading volume of the Company Common Shares or the debt instruments or credit ratings of Textainer or its subsidiaries or in analyst’s recommendation with respect to Textainer or its subsidiaries (provided that the underlying causes of such change shall not be excluded by this clause (ii)), and (iii) the fact that Textainer meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided that the underlying causes of such change shall not be excluded by this clause (iii));

“IRS” means the United States Internal Revenue Service;

“JSE” means the securities exchange licensed under the South African Financial Markets Act No. 19 of 2012 and operated by JSE Limited, registration number 2005/022939/06, a public company with limited liability incorporated in accordance with the laws of South Africa, as the context may require;

“JSE Closing Approval” means the approval of JSE to consummate the Closing prior to the first business day following the first Friday that occurs on or following the end of the 14 business day period after the satisfaction or, to the extent permitted by applicable Law, waiver of conditions to Closing (as set forth in the Merger Agreement), other than those conditions that by their nature are to be satisfied at the Closing (but subject to the satisfaction or permitted waiver of such conditions at the Closing);

“Law(s)” means any law, statute, constitution, principle of common law, ordinance, code, standard, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated or otherwise put into effect by or under the authority of any Governmental Entity, or any Order;

“Merger” means the transaction whereby, pursuant to the Merger Agreement and Statutory Merger Agreement, and in accordance with the applicable provisions of the Companies Act, Merger Sub will be merged with and into Textainer, with Textainer as the Surviving Company;

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of October 22, 2023, by and among Textainer, Parent and Merger Sub;

“Merger Consideration” means an amount equal to the sum of (a) the Common Merger Consideration plus (b) the Aggregate Option Merger Consideration (as defined in the Merger Agreement) plus (c) the Unvested Company RSU Consideration (as defined in the Merger Agreement) plus (d) the Aggregate Redemption Amount (as defined in the Merger Agreement);

“Merger Proposal” means the proposal by the Textainer Board to Shareholders to approve and adopt the Merger Agreement and the Statutory Merger Agreement, and the Transactions;

“Merger Sub” means Typewriter Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Parent;

“NYSE” means the New York Stock Exchange;

“NYSE Common Merger Consideration” means the portion of the Common Merger Consideration payable in respect of the NYSE Eligible Shares;

“NYSE Eligible Shares” means Eligible Shares listed on the NYSE;

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“Order” means any order, award, judgment, injunction, writ, decree (including any consent decree or similar agreed order or judgment), directive, settlement, stipulation, ruling, determination, decision or verdict, whether civil, criminal or administrative, in each case, that is entered, issued, made or rendered by any Governmental Entity;

“Parent” means Typewriter Parent Ltd., an exempted company limited incorporated under the Companies Act (2023 Revision) (as amended);

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature;

“Per Share Merger Consideration” means US$50.00;

“Proposals” means, collectively, the Merger Proposal and the Adjournment Proposal;

“Proxy Card” means the proxy card that accompanies the proxy statement for use by Shareholders other than South African Shareholders;

“Proxy Solicitor” means, (i) Computershare S.A., Textainer’s proxy solicitor for South African Shareholders, or (ii) Georgeson LLC, Textainer’s proxy solicitor for all Shareholders who are not South African Shareholders;

“proxy statement” means this proxy statement, including, without limitation, the cover pages, About this Proxy Statement, Questions and Answers, and Summary;

“Rand” means South African rand, the lawful currency of the Republic of South Africa;

“SARB” means the South African Reserve Bank responsible for the administration of exchange controls under the Exchange Control Regulations or in relation to any approval relating to exchange control matters that is required for the implementation of the Merger Agreement, any authorized dealer which is authorized by Law to grant such approval;

“SEC” means the United States Securities and Exchange Commission;

“Securities Regulatory Authorities” means, collectively, the JSE and the applicable securities commission or similar regulatory authorities in South Africa;

“SENS” means the Stock Exchange News Service on the JSE;

“Series A Certificate of Designations” means the Certificate of Designations of the Series A Preference Shares of the Company, dated April 13, 2021;

“Series B Certificate of Designations” means the Certificate of Designations of the Series B Preference Shares of the Company, dated August 23, 2021;

“Shareholders” means, collectively, the holders of the Company Common Shares and the Company Preference Shares (including depositary shares representing interests therein), and “Shareholder” means any one holder of Company Common Shares or Company Preference Shares (including depositary shares representing interests therein);

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“South African Branch Register” means the branch register of Shareholders kept and maintained by, or on behalf of, Textainer and recording at any point in time the Company Common Shares held by Certificated South African Shareholders (if any) and South Africans holding Dematerialised Shares on the JSE;

“South African Financial Markets Act” means the South African Financial Markets Act, No 19 of 2012, as amended;

“South African Shareholder” means a Shareholder who holds their Company Common Shares on the South African Branch Register;

“South African Transfer Secretaries” means Computershare Investor Services Proprietary Limited, registration number: 2002/003647/07), a limited liability company incorporated in accordance with the laws of South Africa;

“Special Meeting” means the special general meeting of Shareholders to be held on February 22, 2024 at 1:30 p.m., Bermuda Time, at Textainer’s registered office at Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda;

“Statutory Merger Agreement” means the Statutory Merger Agreement, as it may be amended from time to time, by and among Textainer, Parent, and Merger Sub, substantially in the form set forth in Exhibit B to the Merger Agreement attached as Annex B hereto;

“Stonepeak” means Stonepeak Partners LLC;

“Strate” means the settlement and clearing system used by the JSE, managed by Strate Proprietary Limited, registration number 1998/022242/07, a limited liability company incorporated in accordance with the laws of South Africa;

“subsidiary” of a Person means a corporation, partnership, limited liability company or other business entity of which a majority of the shares of voting securities is at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person;

“superior proposal” means a bona fide, written acquisition proposal that would result in a Person or group becoming the beneficial owner, directly or indirectly, of more than 50% of the assets (on a consolidated basis) or more than 50% of the total voting power of the equity securities of Textainer that the Textainer Board has determined in its good-faith judgment (after consultation with its financial advisor(s) and outside legal counsel) (a) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial (including financing terms), timing, regulatory and other aspects and conditions and risks of such acquisition proposal and the Person making such acquisition proposal and (b) if consummated, would result in a transaction more favorable to Shareholders from a financial point of view than the Transactions (after taking into account any revisions, changes, modification, adjustments and amendments to the terms and conditions of the Merger Agreement proposed by Parent in response to such acquisition proposal);

“Surviving Company” means Textainer following the Merger;

“Textainer” means Textainer Group Holdings Limited, an exempted company limited by shares incorporated under the Laws of Bermuda;

“Textainer Annual Report” means the Textainer annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the SEC on February 14, 2023;

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“Textainer Board” means the board of directors of Textainer, and also includes any committee thereof to the extent such a committee, as of the applicable time (a) was or is authorized to exercise the powers and authority of the board of directors of Textainer pursuant to the Textainer’s organizational documents, and (b) was or is exercising such powers and authority;

“Textainer Bye-Laws” means the Bye-Laws of Textainer;

“Textainer Memorandum of Association” means the Memorandum of Association of Textainer;

“Textainer Share Plan” means the Textainer 2019 Share Incentive Plan, as amended;

“Transactions” means, collectively, the transactions contemplated by the Merger Agreement and Statutory Merger Agreement, including the Merger;

“Treasury Regulations” means the regulations promulgated under the Code by the U.S. Department of Treasury;

“Triton acquisition” means the acquisition of Triton International Limited by Brookfield Infrastructure Corporation publicly announced on April 12, 2023 and closed in the fourth quarter of 2023;

“US$”, “dollars”, “$” or “USD” means United States dollars;

“USD/Rand Exchange Rate” means the weighted average US dollar:Rand exchange rate obtained by Parent on the exchange of the portion of the Common Merger Consideration payable by Parent to holders of Eligible Shares on the JSE into Rand through one or more market transactions over one or more business days prior to the Closing Date;

“U.S. Exchange Act” means the United States Securities U.S. Exchange Act of 1934, as amended; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger and matters to be addressed at the Special Meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the Merger, you should carefully read this entire proxy statement, including the attached annexes, as well as the documents that have been incorporated by reference into this proxy statement. For more information, see the section entitled “Where You Can Find Additional Information.”

QUESTIONS AND ANSWERS ABOUT THE MERGER

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If you are a South African Shareholder:

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

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If you are a South African Shareholder and you wish to attend the Special Meeting, it is recommended that you contact the South African Transfer Secretaries as to applicable requirements as soon as possible and in any event before February 20, 2024, at 1:30 p.m., Bermuda Time. In the case of South African Shareholders who hold Dematerialised Company Common Shares without “Own-Name” registration, there will be a requirement that they obtain the necessary letter of representation from their CSDP or Broker. Accordingly, such South African Shareholders will need to instruct their CSDP or Broker to issue them with the necessary letter of representation to attend the Special Meeting in the manner stipulated in their Custody Agreement. These instructions must be provided to the CSDP or Broker by the cut-off time and date advised by the CSDP or Broker for instructions of this nature. Without such letter of representation, Shareholders who hold Dematerialised Company Common Shares will not be permitted to attend, speak or vote at the Special Meeting, or to send a proxy to represent them at the Special Meeting.

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For Shareholders who are not South African Shareholders:

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

888-275-8475

For Shareholders who are South African Shareholders:

Computershare Investor Services Proprietary Limited

(Registration number: 2004/003647/07)

Rosebank Towers

15 Biermann Avenue

Rosebank

Johannesburg, South Africa, 2196

Call Toll Free:

086-110-0930

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SUMMARY

This summary highlights information contained elsewhere in this proxy statement and may not contain all of the information that might be important to you. Textainer urges you to read carefully the remainder of this proxy statement, including the attached annexes, the documents incorporated by reference into this proxy statement and the other documents to which Textainer has referred you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section entitled “Where You Can Find Additional Information.” Each item in this summary includes a page reference to direct you to a more complete description of the topics presented in this summary.

The Parties to the Merger (page 18)

Typewriter Parent Ltd.

Parent, an exempted company limited by shares incorporated under the Companies Act (As Revised) of the Cayman Islands and a controlled affiliate of Stonepeak, was formed solely for the purpose of owning Merger Sub and, following the Merger, the Surviving Company. Parent has not carried on any activities or operations to date, except for those activities incidental to its formation and those activities undertaken in connection with the Transactions.

Parent’s principal executive office is located at 550 W 34th Street, 48th Floor, New York, NY 10001.

Typewriter Merger Sub Ltd.

Merger Sub, an exempted company limited by shares incorporated under the laws of Bermuda and subsidiary of Parent, was formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and those activities undertaken in connection with the Transactions. By operation of the Merger, Merger Sub will be merged with and into Textainer. As a result, Textainer will survive the Merger. Upon completion of the Merger, Merger Sub will cease to exist as a separate entity.

Merger Sub’s principal executive office is located at 550 W 34th Street, 48th Floor, New York, NY 10001.

Parent and Merger Sub are each affiliated with Stonepeak. Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $58 billion of assets under management. Through its investment in defensive, hard-asset businesses globally, Stonepeak aims to create value for its investors and portfolio companies, and to have a positive impact on the communities in which it operates. Stonepeak sponsors investment vehicles focused on private equity and credit. The firm provides capital, operational support and committed partnership to sustainably grow investments in its target sectors, which include communications, energy transition, power and renewable energy, transport and logistics and water. Stonepeak is headquartered in New York with offices in Hong Kong, Houston, London, Singapore and Sydney.

Textainer Group Holdings Limited

Textainer is an exempted company limited by shares incorporated under the Laws of Bermuda. Textainer is one of the world’s largest lessors of intermodal containers based on fleet size, with a total fleet of approximately 2.7 million containers, representing 4.4 million 20-foot equivalent units. Textainer leases containers to approximately 200 shipping lines and other lessees, including all of the world’s leading international shipping lines, as measured by the total 20-foot equivalent unit capacity of their container vessels. Textainer operates its business in three core segments: container ownership, container management and container resale.

Textainer is a public company trading primarily on the NYSE under the ticker symbol “TGH” and secondarily on the JSE under the ticker symbol “TXT.” Textainer’s registered office is located at Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda, and its telephone number is +1 (441) 296-2500.

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Additional information about Textainer can be found on its website at http://www.textainer.com. The information contained in, or that can be accessed through, Textainer’s website is not intended to be incorporated into this proxy statement. For additional information about Textainer, see the section entitled “Where You Can Find Additional Information.”

The Merger and the Merger Agreement (page 72)

In the Merger, Merger Sub will be merged with and into Textainer. Textainer will be the surviving company in the Merger and will no longer have publicly traded common equity. At the Effective Time, Textainer will become a subsidiary of Parent and each Company Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled and automatically converted into the right to receive, and become exchangeable for the Per Share Merger Consideration, as described below. As a result of the Merger, Parent will own all of the Company Common Shares.

Following the Merger, (i) the Company Common Shares will be delisted from the NYSE and deregistered under the U.S. Exchange Act and U.S. Securities Act and will cease to be publicly traded on the NYSE, and (ii) the JSE will commence steps to delist the Company Common Shares in terms of paragraph 1.12 of the JSE Listings Requirements as a result of the Company not meeting the JSE’s public shareholder spread requirements.

Each Company Preference Share will automatically convert into a preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time. Within 120 days, following the Closing, each such outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount which such holder is entitled pursuant to the applicable certificate of designations. Each preferred share of the Surviving Company will continue to be listed on the NYSE for up to 120 days following the Closing until the redemption of such preferred share of the Surviving Company.

A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are encouraged to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

All descriptions in this Summary and elsewhere in this proxy statement of the terms and conditions of the Merger are qualified by reference to the Merger Agreement. For more information on the Merger Agreement, see the section entitled “The Merger Agreement” beginning on page 72 of this proxy statement.

Merger Consideration (pages 27 and 73)

At the Effective Time, Merger Sub will be merged with and into Textainer and each Company Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled and automatically converted into the right to receive an amount in cash equal to the Per Share Merger Consideration.

South African Shareholders whose shareholding is recorded in the South African Branch Register will, in respect of each Company Common Share, receive the Rand equivalent of the Per Share Merger Consideration at the USD/Rand Exchange Rate, payable without interest and subject to any required tax withholding (including on account of securities transfer tax). The Rand equivalent of the Per Share Merger Consideration at the USD/Rand Exchange Rate will be communicated to Shareholders by an announcement on SENS before the Merger is implemented.

At the Effective Time, each outstanding Company Option (whether or not vested) will automatically be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product

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obtained by multiplying (x) the number of Company Common Shares subject to such Company Option that is outstanding immediately prior to the Effective Time, by (y) the amount by which the Per Share Merger Consideration exceeds the per-share exercise price of the Company Option, less applicable taxes required to be withheld with respect to such payment. Any Company Option that is outstanding immediately prior to the Effective Time with a per-share exercise price that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time without payment or other consideration therefor.

At the Effective Time, each outstanding award of Company RSUs will be converted into a contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company Common Shares subject to such award of Company RSUs (in each case, with respect to any performance-based vesting requirements, assuming attainment of the maximum level of performance under the terms of the applicable award agreement) immediately prior to the Effective Time, by (y) the Per Share Merger Consideration, plus any unpaid cash in respect of dividend equivalent rights accrued prior to the Effective Time with respect to such Company RSUs, as applicable (after giving effect to the maximum level of performance), less any required withholding taxes. Subject to the applicable holder’s continued service with Parent and its affiliates (including the Surviving Company and its subsidiaries), the Unvested Company RSU Consideration will vest and become payable on the earlier of (i) the satisfaction of the time-based vesting conditions (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable unvested Company RSUs immediately prior to the Effective Time, and (ii) the 12-month anniversary of the Effective Time (other than in respect of awards granted after the signing of the Merger Agreement, which would vest and become payable in accordance with the conditions of the applicable award agreement). The Unvested Company RSU Consideration will otherwise remain subject to the same terms and conditions that were applicable to the underlying Company RSUs immediately prior to the Effective Time.

Each Company Preference Share will automatically convert into a preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time. Within 120 days following the Closing, each such outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount which such holder is entitled pursuant to the applicable certificate of designations.

Financing of the Merger (page 75)

The consummation of the Merger is not subject to a financing condition. Parent anticipates using a combination of equity capital, availability under certain of Textainer’s existing debt facilities and existing cash on hand at Textainer to pay the Merger Consideration and all related fees and expenses. In order to utilize availability under certain of Textainer’s existing credit facilities and cause such facilities to remain obligations of the Surviving Company following the Closing, Textainer and Parent are seeking consents and specified amendments to certain change of control and other provisions applicable thereunder. If the parties are unable to obtain such consents and specified amendments prior to Closing (or if an event of default or other specified default is then existing under such facilities), Parent will utilize a backstop debt facility to fund repayment of up to $2.265 billion of such existing Textainer debt facilities which would be required to be repaid in connection with Closing.

The Special Meeting (page 19)

Date, Time and Place: The Special Meeting will be held on February 22, 2024, at 1:30 p.m., Bermuda Time, at Textainer’s registered office at Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda.

Purpose: At the Special Meeting, Shareholders will be asked to consider and vote on the:

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Record Date: Only holders of record of the Company Common Shares and the Company Preference Shares at the close of business on January 5, 2024, the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof.

Votes per Company Common Share and Company Preference Share. As of January 5, 2024, there were 41,375,795 Company Common Shares and 12,000 Company Preference shares (divided evenly between Series A Preference Shares and Series B Preference Shares) outstanding. Each Company Common Share and Company Preference Share is entitled to one vote per share. Each of the 12,000,000 depositary shares issued and outstanding in respect of our Series A Preference Shares or Series B Preference Shares (each of which are traded on the NYSE) represents a 1/1000th interest in the applicable underlying Company Preference Share. Holders of depositary shares will be entitled to vote the number of Series A Preference Shares and Series B Preference Shares represented by such depositary shares, respectively.

Vote Required. The votes required for each proposal are as follows:

If you are not a South African Shareholder, under the NYSE rules, if you hold your Company Common Shares or Company Preference Shares in “street name,” your broker, nominee or intermediary may not vote your Company Common Shares or Company Preference Shares without instructions from you on non-routine matters. None of the Proposals to be voted on at the Special Meeting are routine matters. Therefore, without your voting instructions, your broker or other nominee may not vote your Company Common Shares or Company Preference Shares on the Merger Proposal or the Adjournment Proposal at the Special Meeting.

Abstentions will have no direct effect on the Merger Proposal or the Adjournment Proposal, assuming a quorum is present. Broker non-votes will have no direct effect on the Merger Proposal or the Adjournment Proposal. Because the Proposals to be voted on at the Special Meeting are “non-routine” matters (and brokers do not have discretionary authority to vote), Textainer does not expect there to be any broker non-votes at the Special Meeting. Broker non-votes (if any) will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting.

As of the close of business on the record date, approximately 2% of the issued and outstanding Company Common Shares and none of the issued and outstanding Company Preference Shares were held by Textainer’s directors and executive officers and their affiliates. We currently expect that Textainer’s directors and executive officers will vote their Company Common Shares and Company Preference Shares, as applicable, in favor of each of the Proposals, although none of them has entered into any agreements obligating him or her to do so.

Completion of the Merger is conditioned on receipt of the Requisite Merger Proposal Vote.

Recommendation of the Textainer Board (pages 19 and 47)

After careful consideration, the Textainer Board, on October 22, 2023, unanimously (a) approved and declared advisable the Merger Agreement, the form of Statutory Merger Agreement, and the Transactions, (b) determined that the Transactions are fair to and in the best interests of Textainer and Shareholders, (c) determined that the Per Share Merger Consideration constitutes fair value for each Company Common Share in accordance with the Companies Act, (d) determined that the conversion of the Company Preference Shares into preference shares of the Surviving Company constitutes fair value for each Company Preference Share in

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accordance with the Companies Act, (e) directed that the Merger Agreement, the Statutory Merger Agreement and the Merger be submitted to Shareholders for their approval and adoption and (f) resolved, subject to the terms and conditions set forth in the Merger Agreement and the Statutory Merger Agreement, to recommend that Shareholders adopt the Transactions. For factors considered by the Textainer Board in reaching its decisions to approve the Merger Agreement, see the section entitled “The Merger Proposal—Textainer’s Reasons for the Merger; Recommendation of the Textainer Board” beginning on page 47.

The Textainer Board unanimously recommends that Shareholders vote, as applicable, “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal.

Opinion of Textainer’s Financial Advisor (page 51)

In connection with the Merger, BofA Securities, Inc. (“BofA Securities”), Textainer’s financial advisor, delivered to the Textainer Board a written opinion, dated October 22, 2023, as to the fairness, from a financial point of view and as of the date of the opinion, of the Per Share Merger Consideration to be received by holders of the Company Common Shares. The full text of the written opinion, dated October 22, 2023, of BofA Securities, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this document and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to the Textainer Board (in its capacity as such) for the benefit and use of the Textainer Board in connection with and for purposes of its evaluation of the Per Share Merger Consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Textainer or in which Textainer might engage or as to the underlying business decision of Textainer to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not constitute a recommendation to any Shareholder as to how to vote or act in connection with the proposed Merger or any related matter.

Interests of Textainer’s Directors and Executive Officers in the Merger (page 60)

In considering the recommendation of the Textainer Board that you vote to approve and adopt the Merger Agreement, you should be aware that aside from their interests as Shareholders, Textainer’s directors and executive officers may have interests in the Merger that are different from, or in addition to, those of Shareholders generally. These interests include, among others:

Members of the Textainer Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending to Shareholders that the

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Merger Agreement be adopted. For additional information, see the sections entitled “The Merger Proposal—Background of the Merger” beginning on page 29 and “The Merger Proposal—Textainer’s Reasons for the Merger; Recommendation of the Textainer Board” beginning on page 47. These interests are described in more detail below in the section entitled “The Merger Proposal—Interests of Textainer’s Directors and Executive Officers in the Merger” beginning on page 60.

Treatment of Textainer Equity Awards in the Merger (pages 61 and 77)

Company RSUs. At the Effective Time, each outstanding award of Company RSUs will be converted into a contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company RSUs subject to such award (with respect to any performance-based vesting requirements, assuming attainment of the maximum level of performance under the terms of the applicable award agreement) immediately prior to the Effective Time, by (y) the Per Share Merger Consideration, plus any unpaid cash in respect of dividend equivalent rights accrued prior to the Effective Time with respect to such Company RSU, as applicable (after giving effect to the maximum level of performance), less any required withholding taxes. Subject to the applicable holder’s continued service with Parent and its affiliates (including the Surviving Company and its subsidiaries), the Unvested Company RSU Consideration will vest and become payable on the earlier of (i) the satisfaction of the time-based vesting conditions (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable unvested Company RSU immediately prior to the Effective Time, and (ii) the 12-month anniversary of the Effective Time (other than in respect of awards granted after the signing of the Merger Agreement, which would vest and become payable in accordance with the conditions of the applicable award agreement, and subject to any Tax or penalty that might be triggered under Section 409A of the Code (in which case such consideration will be paid at the earliest time that would not trigger such Tax or penalty under Section 409A of the Code)). The Unvested Company RSU Consideration will otherwise remain subject to the same terms and conditions that were applicable to the underlying Company RSUs immediately prior to the Effective Time.

Company Options. At the Effective Time, each outstanding Company Option (whether or not vested) will automatically be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company Common Shares subject to such Company Option that is outstanding immediately prior to the Effective Time, by (y) the amount by which the Per Share Merger Consideration exceeds the per-share exercise price of the Company Option, less applicable taxes required to be withheld with respect to such payment. Any then-outstanding Company Option that is outstanding immediately prior to the Effective Time with a per-share exercise price that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time without payment or other consideration therefor.

Certain U.S. Federal Income Tax Consequences (page 63)

The Merger and the related redemption of preference shares in the Surviving Company after the Closing will generally be taxable transactions for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder (as defined in the section entitled “The Merger Proposal—Certain U.S. Federal Income Tax Consequences” beginning on page 63) will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s tax basis in the shares exchanged therefor. In general, a U.S. Holder’s tax basis in its Company Common Shares or Company Preference Shares (or the as-converted preference shares in the Surviving Company) is the amount the U.S. Holder paid for such shares subject to certain adjustments, including as a result of any distributions that are treated as tax-free returns of capital received by such U.S. Holder that reduce such U.S. Holder’s tax basis with regards to such Company Common Shares or Company Preference Shares (or the as-converted preference shares in the Surviving Company) (but not below zero).

Each holder of the Company Common Shares or Company Preference Shares is urged to read the discussion in the section entitled “The Merger Proposal—Certain U.S. Federal Income Tax Consequences” beginning on

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page 63 and to consult their own tax advisor regarding the particular U.S. federal, state or local or non-U.S. income or other tax consequences to it of the Merger and the later redemption after the Closing of the preference shares in the Surviving Company.

Certain South African Income Tax Consequences (page 66)

Each holder of the Company Common Shares or Company Preference Shares is urged to read the discussion in the section entitled “The Merger Proposal—Certain South African Income Tax Consequences” beginning on page 66 and to consult their own tax advisor regarding the particular South Africa income or other tax consequences to it of the Merger.

Regulatory Approvals Required for the Merger (page 68)

To complete the Merger, Parent and Textainer must make or deliver certain filings, submissions and notices to obtain required authorizations, approvals, consents or expiration or termination of waiting periods from U.S. and foreign governmental and regulatory bodies, including antitrust and other regulatory authorities. As described below in the section entitled “The Merger Agreement—Conditions that Must Be Satisfied or Waived for the Merger to Occur” beginning on page 90, the obligations of Parent, Merger Sub and Textainer to effect the Merger are subject to, among other things, (i) the waiting period (and any extension thereof) applicable to the Merger under the HSR Act having been terminated or having expired, and (ii) the receipt of other approvals, clearances or expirations of waiting periods under other applicable antitrust laws from certain foreign antitrust authorities. Textainer filed a Pre-Merger Notification and Report Form pursuant to the HSR Act with the Department of Justice (“DOJ”) and Federal Trade Commission (“FTC”) on November 3, 2023, notification pursuant to the ARC to the German Federal Cartel Office on November 10, 2023 and notification to the Fair Trade Commission of the Government of the Republic of China (“TFTC”) pursuant to the TFTA on November 20, 2023. The waiting period under the HSR Act expired at 11:59 p.m. EST on December 4, 2023, while clearance under the German ARC was obtained on November 21, 2023, and clearance under the TFTA is expected during the first quarter of 2024.

The Merger Agreement includes covenants obligating each of the parties to use reasonable best efforts to cause the Merger to be consummated as promptly as practicable and to take certain actions to resolve objections under any antitrust laws. In addition, Parent and Textainer (and any of their subsidiaries) agreed to use reasonable best efforts to (1) avoid entry of, and (2) resist vacate, limit, reverse, suspend or prevent an order, in each case, that would reasonably be expected to prevent, delay or impair the consummation of the Transactions, including through litigation and the proffering or agreement by Parent to (A) sell, lease, license, transfer, dispose of, divest or otherwise encumber, or hold separate pending such disposition, of assets, operations, rights, product lines, businesses or interests or (B) limit or restrict the activities of Textainer or Parent or any of their respective subsidiaries. However Parent is not required to take any actions unless the effectiveness of such action is contingent on the Closing or to take such actions that would reasonably be expected to (i) materially adversely impact the existing business of Parent or its affiliates, or (ii) have a material adverse effect on (A) Textainer and its subsidiaries, taken as a whole or (B) the economic benefits contemplated to be received by Parent, or the governance or information rights necessary for Parent to operate Textainer.

Appraisal or Dissenters’ Rights (page 68)

Under Bermuda law, any Shareholders who do not vote in favor of the Merger, and who are not satisfied that they have been offered fair value for their Company Common Shares or Company Preference Shares, may within one month of the giving of the notice of the Special Meeting (delivered with this proxy statement) apply to the Supreme Court of Bermuda (the “Bermuda Court”) to appraise the fair value of their Company Common Shares or Company Preference Shares, pursuant to Section 106 of the Companies Act. All Dissenting Shares (as defined below) are entitled to the fair value of such shares. All Dissenting Shares that are Company Common Shares will be converted into the right to receive the Common Merger Consideration and all Dissenting Shares

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that are Company Preference Shares will be converted into the right to receive preference shares in the Surviving Company. For more information, see the section titled “The Merger Proposal—Appraisal or Dissenters’ Rights” beginning on page 68.

Go-Shop Period; No Solicitation; Intervening Event; Change of Recommendation (pages 83 and 84)

During the period that began on the date of the Merger Agreement and continued until 12:01 a.m. on November 22, 2023, being the 31^st day after the date of the Merger Agreement (the “Go-Shop Period”), Textainer and its subsidiaries and its and their respective representatives had the right to directly or indirectly:

Under the Merger Agreement, Textainer has agreed that, after the Go-Shop Period, neither it nor its subsidiaries will:

However, at any time after the Go-Shop Period, but before the adoption of the Merger Agreement and the Statutory Merger Agreement by the Requisite Merger Proposal Vote, if the Textainer Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that an unsolicited, bona fide acquisition proposal constitutes or is reasonably likely to lead to a superior proposal, then Textainer is permitted to (i) engage in discussions or negotiations with the third party with respect to such third party’s acquisition proposal and (ii) share information with the third party (subject to a permitted confidentiality agreement).

Before receiving the Requisite Merger Proposal Vote, if there has been no breach (other than an immaterial breach) of Textainer’s obligations under the no-shop provisions in the Merger Agreement and an unsolicited, bona fide written acquisition proposal is received by Textainer, the Textainer Board may cause Textainer to terminate the Merger Agreement to enter into an alternative acquisition agreement for a superior proposal or change its recommendation that Shareholders vote in favor of the Merger, if the Textainer Board determines that failure to do so would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, subject to certain matching rights in favor of Parent. The Textainer Board may also withdraw or change its recommendation that Shareholders vote in favor of the Merger in response to an intervening event, subject to the foregoing procedural requirements.

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Conditions that Must Be Satisfied or Waived for the Merger to Occur (page 90)

As more fully described in this proxy statement and in the Merger Agreement, the obligations of Parent, Merger Sub and Textainer to complete the Merger are subject to the satisfaction of a number of conditions, including the following:

For more information, see the section entitled “The Merger Agreement—Conditions that Must Be Satisfied or Waived for the Merger to Occur” beginning on page 90 of this proxy statement.

Termination of the Merger Agreement (page 91)

Parent, Merger Sub and Textainer may mutually agree to terminate the Merger Agreement at any time prior to the Effective Time. The Merger Agreement may be terminated in certain other circumstances, including the following:

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For more information, see the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 91 of this proxy statement.

Termination Fees (page 92)

Textainer Termination Fee. Textainer will be required to pay to Parent a termination fee of $63,333,029.60 in the following circumstances:

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Parent Termination Fee. Parent will be required to pay to Textainer a termination fee of $147,777,069.06 in the event (i) a Parent Breach Termination occurs, (ii) a Failure to Close Termination occurs or (iii) an Outside Date Termination occurs if at such time Textainer could have validly terminated the Merger Agreement pursuant to a Parent Breach Termination or Failure to Close Termination.

For more information, see the section entitled “The Merger Agreement—Termination Fees Relating to the Termination of the Merger Agreement” beginning on page 92 of this proxy statement.

Delisting and Deregistration of Company Common Shares (page 70)

If the Merger is completed, there will no longer be any publicly held Company Common Shares. Accordingly, (i) the Company Common Shares will no longer be listed on the NYSE and will be deregistered under the U.S. Exchange Act, and (ii) the JSE will take steps to delist the Company Common Shares in terms of a paragraph 1.12 of the JSE Listings Requirements. Under the terms of the Merger Agreement, Textainer is required to cooperate with Parent and use reasonable best efforts to take all actions reasonably required to cause the Company Common Shares to be delisted from the NYSE and the JSE and deregistered under the U.S. Exchange Act as soon as practicable following the Effective Time.

Treatment of Company Preference Shares (including Company Depositary Shares) (page 70)

Each Company Preference Share will automatically convert into a preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time. Within 120 days following the Closing, each such outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount which such holder is entitled pursuant to the applicable certificate of designations. Consequently, the Series A Depositary Shares and the Series B Depositary Shares will represent a 1/1000th interest in a corresponding preference share of the Surviving Company. The redemption of preference shares of the Surviving Company will result in the corresponding redemption of the Series A Depositary Shares and the Series B Depositary Shares.

Risk Factors (page 14)

You should consider all the information contained in this proxy statement, as well as the other information set forth in and incorporated by reference into this proxy statement, before making a decision on the Merger Proposal or the Adjournment Proposal. In particular, you should consider the risk factors described in the section entitled “Risk Factors” beginning on page 14. Such risks include, but are not limited to:

Risk factors relating to the Merger, including that:

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements”, including within the meaning of applicable U.S. securities laws, which reflect the current views of Textainer with respect to, among other things, its future results of operations and financial performance. In some cases, you can identify forward-looking statements and information by words such as “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “seek,” “should,” “will” and “would” or the negative version of these words or other comparable or similar words. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statements and information are based on Textainer’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it. Such forward-looking statements and information are subject to risks and uncertainties and assumptions relating to its operations, financial results, financial condition, business prospects, growth strategy and liquidity.

In addition to factors previously disclosed in press releases issued by Textainer in South Africa and reports filed with securities regulators in the United States and those identified elsewhere in this proxy statement, the following factors, among others, could cause actual results to differ materially from forward-looking statements and information or historical performance: risks related to the satisfaction or waiver of the conditions to closing the Merger (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by Shareholders) in the anticipated timeframe or at all, including the possibility that the Merger does not close; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring Textainer or Parent to pay a termination fee; the possibility that competing offers may be made; risks related to the ability to realize the anticipated benefits of the Merger, including the possibility that the expected benefits from the Merger will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing and rating agency actions; disruptions in the financial markets; certain restrictions during the pendency of the transaction that may impact Textainer’s ability to pursue certain business opportunities or strategic transactions; risks related to diverting management’s attention from Textainer’s ongoing business operation; negative effects of the Merger on the market price of the Company Common Shares and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the Merger; and other business effects and uncertainties in connection with the businesses of Textainer, as further described in each of the “Risk Factors” and “Important Cautionary Information Regarding Forward-Looking Statements” sections of the Textainer Annual Report and Quarterly Report on Form 6-K for the quarterly period ended September 30, 2023, filed with the SEC on November 2, 2023, respectively.

Any forward-looking statements and information speak only as of the date of this proxy statement or as of the date they were made, and except as required by law, neither Parent nor Textainer undertakes any obligation to update forward-looking statements and information. You should carefully consider the foregoing factors and the other risks and uncertainties that affect Textainer’s business described in the “Risk Factors” and “Important Cautionary Information Regarding Forward-Looking Statements” sections of the Textainer Annual Report and Quarterly Report on Form 6-K for the quarterly period ended September 30, 2023, filed with the SEC on November 2, 2023, and in each case any material updates to these factors contained in any of Textainer’s future filings, all of which are or will be available at www.sec.gov.

As for the forward-looking statements and information that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements and information. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

All written or oral forward-looking statements concerning the Merger or other matters addressed in this proxy statement and attributable to Textainer or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

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RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this proxy statement, before making a decision on the Merger Proposal or the Adjournment Proposal. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this proxy statement. For information about the filings incorporated by reference in this proxy statement, see the section entitled “Where You Can Find Additional Information.”

Risk Factors Relating to the Merger

There is no assurance when or if the Merger will be completed.

The completion of the Merger is subject to customary closing conditions, including, but not limited to, (A) the approval of the Merger Agreement, the Statutory Merger Agreement and the Merger by the Requisite Merger Proposal Vote, (B) the expiration or termination of all applicable waiting periods under the HSR Act, and, if applicable, any contractual waiting periods under any timing agreements with a Governmental Entity applicable to the consummation of the Merger, and the receipt of certain other approvals or clearances under the German ARC and the TFTA, (C) approvals from the JSE and SARB, (D) notification to the Bermuda Monetary Authority of the Transactions, (E) the absence of any law preventing consummation of the Transactions, (F) subject to customary materiality qualifiers, the accuracy of the representations and warranties contained in the Merger Agreement, (G) the absence of any Company Material Adverse Effect (as defined in the Merger Agreement) from the signing of the Merger Agreement, (H) in the case of Parent’s conditions to close, the absence of any term, condition or restriction being imposed by a regulatory approval that constitutes a Parent Burdensome Condition (as defined in the Merger Agreement) and (I) performance in all material respects by the other party of its covenants under the Merger Agreement.

Textainer and Parent have made various filings and submissions and are pursuing all required consents, orders and approvals in accordance with the Merger Agreement. No assurance can be given that the required consents, orders and approvals will be obtained or that the required conditions to the completion of the Merger will be satisfied. Even if all such consents, orders and approvals are obtained and such conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents, orders and approvals. For example, these consents, orders and approvals may impose conditions on or require divestitures relating to the divisions, operations or assets of Textainer or may impose requirements, limitations or costs or place restrictions on the conduct of Textainer’s business, and if such consents, orders and approvals require an extended period of time to be obtained, such extended period of time could increase the chance that an adverse event occurs with respect to Textainer. Such extended period of time also may increase the chance that other adverse effects with respect to Textainer could occur, such as the loss of key personnel. Each party’s obligation to complete the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the Merger Agreement. As a result of these conditions, Textainer cannot provide assurance that the Merger will be completed on the terms or timeline currently contemplated, or at all. For more information, see the sections entitled “The Merger Proposal—Regulatory Approvals Required for the Merger” and “The Merger Agreement—Conditions that Must Be Satisfied or Waived for the Merger to Occur.”

The Special Meeting may take place before all of the required regulatory approvals have been obtained and before all conditions to such approvals, if any, are known. Notwithstanding the foregoing, if the Merger Proposal is approved by Shareholders, Textainer and Parent would not be required to seek further approval of Shareholders, even if the conditions imposed in obtaining required regulatory approvals could have an adverse effect on Textainer either before or after completing the Merger.

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The announcement and pendency of the Merger could adversely affect Textainer’s business, results of operations and financial condition.

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding Textainer’s business, including affecting Textainer’s relationships with existing and future customers, suppliers and employees, which could have an adverse effect on Textainer’s business, results of operations and financial condition, regardless of whether the Merger is completed. In addition, Textainer has expended, and continues to expend, significant management resources in an effort to complete the Merger, which are being diverted from Textainer’s day-to-day operations.

If the Merger is not completed, the price of the Company Common Shares may fall to the extent that the current price of the Company Common Shares reflects a market assumption that the Merger will be completed. In addition, the failure to complete the Merger may result in negative publicity or a negative impression of Textainer in the investment community and may affect Textainer’s relationship with employees, customers, suppliers and other partners in the business community.

Textainer will incur substantial transaction fees and costs in connection with the Merger.

Textainer has incurred and expects to incur additional material non-recurring expenses in connection with the Merger and completion of the Transactions, including costs relating to obtaining required approvals. Textainer has incurred significant legal, advisory and financial services fees in connection with the process of negotiating and evaluating the terms of the Merger. Even if the Merger is not completed, Textainer will need to pay certain costs relating to the Merger incurred prior to the date the Merger was abandoned, such as legal, accounting, financial advisory, filing and printing fees. Such costs may be significant and could have an adverse effect on Textainer’s future results of operations, cash flows and financial condition.

While the Merger Agreement is in effect, Textainer and its subsidiaries’ businesses are subject to restrictions on their business activities.

Under the Merger Agreement, Textainer and its subsidiaries are subject to certain restrictions on the conduct of their respective businesses and generally must operate their respective businesses in the ordinary course of business in all material respects prior to completing the Merger (unless Textainer obtains Parent’s prior written approval, which is not to be unreasonably withheld, conditioned or delayed), which may restrict Textainer’s ability to exercise certain of its business strategies. These restrictions may prevent Textainer from pursuing otherwise attractive business opportunities, making certain investments or acquisitions, selling assets, engaging in capital expenditures in excess of certain agreed limits, incurring indebtedness or making changes to Textainer’s business prior to the completion of the Merger or termination of the Merger Agreement. These restrictions could have an adverse effect on Textainer’s business, financial results, financial condition or share price.

The termination of the Merger Agreement could negatively impact Textainer.

If the Merger is not completed for any reason, including as a result of the Shareholders failing to approve the Merger Proposal, the ongoing business of Textainer may be adversely affected and, without realizing any of the anticipated benefits of having completed the Merger, Textainer would be subject to a number of risks, including the following:

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If the Merger Agreement is terminated and the Textainer Board seeks another merger, business combination or other transaction, holders of the Company Common Shares cannot be certain that Textainer will find a party willing to offer equivalent or more attractive consideration than the Per Share Merger Consideration holders of the Company Common Shares would receive from Parent in the Merger. If the Merger Agreement is terminated under specified circumstances, Textainer may be required to pay Parent a termination fee of $63,333,029.60 or Parent may be required to pay Textainer a termination fee of $147,777,069.06.

See the sections entitled “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fees Relating to the Termination of the Merger Agreement” for a more complete discussion of the circumstances under which the Merger Agreement could be terminated and when a termination fee may be payable by Textainer or Parent, as applicable.

Directors and executive officers of Textainer have interests in the Merger that may differ from the interests of holders of the Company Common Shares generally, including, if the Merger is completed, the receipt of financial and other benefits.

In considering the recommendation of the Textainer Board, you should be aware that Textainer’s directors and executive officers may have interests in the Merger that are different from, or in addition to, those of holders of the Company Common Shares generally. These interests include, among others, the treatment of outstanding equity awards pursuant to the Merger Agreement, the potential opportunity to receive Rollover Shares (as defined in the Merger Agreement) in lieu of cash consideration, the executive officers’ potential opportunity for continued employment with the Surviving Company, the executive officers’ potential severance benefits and other payments, and rights to ongoing indemnification and insurance coverage. These interests are described in more detail in the section entitled “The Merger Proposal—Interests of Textainer’s Directors and Executive Officers in the Merger.”

Except in specified circumstances, if the Merger is not completed by May 22, 2024, subject to extension in specified circumstances, either Textainer or Parent may choose not to proceed with the Merger.

Either Textainer or Parent may terminate the Merger Agreement if the Merger has not been completed by May 22, 2024, subject to an extension to August 22, 204 in certain circumstances described in the Merger Agreement. For more information, see the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

Textainer may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, then that injunction may delay or prevent the Merger from being completed. For information regarding potential securities class action and derivative lawsuits see the section entitled “The Merger Proposal—Litigation Relating to the Merger.”

Company Common Shareholders will not be able to migrate their Common Shareholdings between the NYSE and the JSE (and vice versa) shortly following the finalization announcement.

With effect from shortly following the announcements on SENS that the requisite shareholder and regulatory approvals for the Closing have been obtained, transfers between the South African Branch Register

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and the main register of Textainer will not be permitted and consequently Company Common Shareholders will not be able to migrate their Common Shareholding from the NYSE to the JSE (and vice versa) after such date. This means Company Common Shareholders who intend to move their Company Common Shares between the main register and the South African Branch Register and vice versa who do not do so in a timely manner will be precluded from doing so and they will remain on the relevant register until the Effective Time or until the Merger Agreement has been terminated.

South African Shareholders may be impacted by currency fluctuations.

The exchange rate between U.S. Dollars and Rand may fluctuate between the date of this proxy statement and the Effective Time, and the exchange rate payable to South African Shareholders will be determined based on the weighted average US dollar:Rand exchange rate actually obtained by Parent in one or more market transactions. This may result in the Rand equivalent of the Per Share Merger Consideration payable to Shareholders of Company Common Shares (determined at the USD/Rand Exchange Rate) being less than anticipated by South African Shareholders than at the time of the announcement of the Transactions.

Textainer’s obligation to pay a termination fee under certain circumstances may discourage other potential transactions that may be favorable to Textainer shareholders.

Until the Merger is completed or the Merger Agreement is terminated, with limited exceptions, the Merger Agreement prohibits Textainer from soliciting, encouraging or engaging in negotiations with respect to acquisition proposals or other business combinations. If Textainer terminates the Merger Agreement to enter into an alternative acquisition agreement, Textainer is required pay to Parent a termination fee of $63,333,029.60.

Risks Factors Relating to Textainer

You should read and consider the risk factors specific to Textainer’s business that will also affect the Surviving Company after completion of the Merger. These risks are described in the Textainer’s Annual Report, which is incorporated by reference into this proxy statement, and in other documents that are incorporated by reference into this proxy statement. See the section entitled “Where You Can Find Additional Information” for the location of information incorporated by reference into this proxy statement.

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INFORMATION ABOUT THE COMPANIES

Typewriter Parent Ltd.

Parent, an exempted company limited by shares incorporated under the Companies Act (As Revised) of the Cayman Islands and a controlled affiliate of Stonepeak, was formed solely for the purpose of owning Merger Sub and, following the Merger, the Surviving Company. Parent has not carried on any activities or operations to date, except for those activities incidental to its formation and those activities undertaken in connection with the Transactions.

Parent’s principal executive office is located at 550 W 34th Street, 48th Floor, New York, NY 10001.

Typewriter Merger Sub Ltd.

Merger Sub, an exempted company limited by shares incorporated under the laws of Bermuda and subsidiary of Parent, was formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and those activities undertaken in connection with the Transactions. By operation of the Merger, Merger Sub will be merged with and into Textainer. As a result, Textainer will survive the Merger. Upon completion of the Merger, Merger Sub will cease to exist as a separate entity.

Merger Sub’s principal executive office is located at 550 W 34th Street, 48th Floor, New York, NY 10001 .

Parent and Merger Sub are each affiliated with Stonepeak. Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $58 billion of assets under management. Through its investment in defensive, hard-asset businesses globally, Stonepeak aims to create value for its investors and portfolio companies and to have a positive impact on the communities in which it operates. Stonepeak sponsors investment vehicles focused on private equity and credit. The firm provides capital, operational support and committed partnership to sustainably grow investments in its target sectors, which include communications, energy transition, power and renewable energy, transport and logistics, and water. Stonepeak is headquartered in New York with offices in Hong Kong, Houston, London, Singapore and Sydney.

Textainer Group Holdings Limited

Textainer is an exempted company limited by shares incorporated under the Laws of Bermuda. Textainer is one of the world’s largest lessors of intermodal containers based on fleet size, with a total fleet of approximately 2.7 million containers, representing 4.4 million 20-foot equivalent units. Textainer leases containers to approximately 200 shipping lines and other lessees, including all of the world’s leading international shipping lines, as measured by the total 20-foot equivalent unit capacity of their container vessels. Textainer operates its business in three core segments: container ownership, container management and container resale.

Textainer is a public company trading on the NYSE under the ticker symbol “TGH” and secondarily on the JSE under the ticker symbol “TXT.” Textainer’s registered office is located at Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda, and its telephone number is +1 (441) 296-2500.

Additional information about Textainer can be found on its website at http://www.textainer.com. The information contained in, or that can be accessed through, Textainer’s website is not intended to be incorporated into this proxy statement. For additional information about Textainer, see the section entitled “Where You Can Find Additional Information.”

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THE SPECIAL MEETING

Textainer is providing this proxy statement to Shareholders for the solicitation of proxies to be voted at the Special Meeting that Textainer has called for the purposes described below. This proxy statement is first being made available to Shareholders on or about January 17, 2024 and provides Shareholders with the information they need to know about the Merger and the Proposals to be able to vote or instruct their vote to be cast at the Special Meeting.

General

This section contains information about the Special Meeting that has been called to consider and vote on the Merger Proposal and the Adjournment Proposal. This proxy statement is being furnished to Shareholders in connection with the solicitation of proxies by the Textainer Board for use at the Special Meeting and any postponements or adjournments of the Special Meeting. This proxy statement provides Shareholders with information about the Special Meeting and should be read carefully in its entirety.

Date, Time and Place of the Special Meeting

The Special Meeting will be held on February 22, 2024 at 1:30 p.m., Bermuda Time, at Textainer’s registered offices at Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda.

Purpose of the Special Meeting

At the Special Meeting, Shareholders will be asked to consider and vote on the:

Recommendation of the Textainer Board

After careful consideration, the Textainer Board, on October 22, 2023, unanimously (a) approved and declared advisable the Merger Agreement, the form of Statutory Merger Agreement and the Transactions, (b) determined that the Transactions are fair to and in the best interests of Textainer and Shareholders, (c) determined that the Per Share Merger Consideration constitutes fair value for each Company Common Share in accordance with the Companies Act, (d) determined that the conversion of each Company Preference Share into a preference share of the Surviving Company pursuant to the Merger Agreement constitutes fair value for each such Company Preference Share in accordance with the Companies Act, (e) directed that the Merger Agreement, the Statutory Merger Agreement and the Merger be submitted to Shareholders for their adoption and approval and (f) resolved, subject to the terms and conditions set forth in the Merger Agreement and the Statutory Merger Agreement, to recommend that Shareholders adopt the Transactions. For factors considered by the Textainer Board in reaching its decisions to approve the Merger Agreement, see the section entitled “The Merger Proposal—Textainer’s Reasons for the Merger; Recommendation of the Textainer Board” beginning on page 47.

The Textainer Board unanimously recommends that Shareholders vote, as applicable, “FOR” approval of the Merger Proposal and “FOR” approval of the Adjournment Proposal.

Record Date and Outstanding Company Common Shares and Company Preference Shares

Only holders of record of the Company Common Shares and the Company Preference Shares at the close of business on January 5, 2024, the record date for the Special Meeting (the “record date”), will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof.

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As of the close of business on the record date, there were 41,375,795 Company Common Shares and 12,000 Company Preference Shares (divided evenly between Series A Preference Shares and Series B Preference Shares) issued and outstanding and entitled to vote at the Special Meeting. Each of the 12,000,000 depositary shares issued and outstanding in respect of our Series A Preference Shares or Series B Preference Shares (each of which are traded on the NYSE) represents a 1/1000th interest in the applicable underlying Company Preference Share. Holders of depositary shares will be entitled to vote the number of Series A Preference Shares and Series  B Preference Shares represented by such depositary shares, respectively.

Company Common Shares and Voting of Textainer’s Directors and Executive Officers

As of the close of business on the record date, approximately 2% of the issued and outstanding Company Common Shares were held by Textainer directors and executive officers and their affiliates. We currently expect that Textainer’s directors and executive officers will vote their Company Common Shares in favor of each of the Proposals, although none of them has entered into any agreements obligating him or her to do so.

Quorum

A quorum of Shareholders is necessary to transact business at the Special Meeting. Two or more persons present at the start of the Special Meeting and representing in person or by proxy more than 50% of the total issued shares entitled to vote at the Special Meeting will ordinarily form a quorum for the transaction of business at the Special Meeting, however, for the Merger Proposal, quorum requires two or more persons present at the start of the Special Meeting and representing in person or by proxy more than one-third of the total issued shares entitled to vote at the Special Meeting. Abstentions will have no direct effect on the Merger Proposal and the Adjournment Proposal, assuming a quorum is present. Because the Proposals to be voted on at the Special Meeting are “non-routine” matters (and brokers do not have discretionary authority to vote on such “non-routine” matters), Textainer does not expect there to be any broker non-votes at the Special Meeting. Broker non-votes (if any) will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting.

Required Vote

The vote required for each proposal is as follows:

In respect of the Shareholders other than South African Shareholders, under the NYSE rules, if you hold your Company Common Shares or Company Preference Shares in “street name,” your broker, nominee or intermediary may not vote your Company Common Shares or Company Preference Shares without instructions from you on non-routine matters. None of the Proposals to be voted on at the Special Meeting are routine matters. Therefore, without your voting instructions, your broker or other nominee may not vote your Company Common Shares or Company Preference Shares on the Merger Proposal or the Adjournment Proposal at the Special Meeting.

Abstentions will have no direct effect on the Merger Proposal and the Adjournment Proposal, assuming a quorum is present. Broker non-votes will have no direct effect on the Merger Proposal or the Adjournment Proposal. Because the Proposals to be voted on at the Special Meeting are “non-routine” matters (and brokers do not have discretionary authority to vote on such “non-routine” matters), Textainer does not expect there to be any broker non-votes at the Special Meeting. Broker non-votes (if any) will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting.

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Adjournment

If a quorum is not present within thirty minutes from the time appointed for the Special Meeting, the Special Meeting will stand adjourned to the same day one week later at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the Special Meeting being adjourned, fresh notice of the date, time and place for the resumption of the adjourned Special Meeting will be given to each Shareholder entitled to attend and vote thereat.

If a quorum is present at the Special Meeting but there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal, then the chairman of the Special Meeting may adjourn the Special Meeting with the consent of the Shareholders holding a majority of the voting rights of those Shareholders present in person or by proxy, and the chairman of the Special Meeting will adjourn the meeting if so directed by the Shareholders holding a majority of the voting rights of those Shareholders present in person or by proxy. The chairman of the Special Meeting may adjourn the Special Meeting to another time and place without such consent or direction if it appears to him that: (a) it is likely to be impracticable to hold or continue the Special Meeting because of the number of Shareholders wishing to attend who are not present; or (b) the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the Special Meeting; or (c) an adjournment is otherwise necessary so that the business of the Special Meeting may be properly conducted. Unless the Special Meeting is adjourned to a specific date, place and time announced at the Special Meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting will be given to each Shareholder entitled to attend and vote thereat. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of the Company Common Shares and the Company Preference Shares, voting together as if they were a single class.

Pursuant to the Merger Agreement, in no event will the Special Meeting be postponed or adjourned more than ten days in connection with any one postponement or adjournment or more than an aggregate of 30 days from the original date of the Special Meeting.

Voting of Proxies

Vote by Internet

For Shareholders other than South African Shareholders, the Proxy Card or voting instruction form contain instructions on how to view our proxy materials and vote your shares on the Internet. An electronic copy of this proxy statement is available at the website set forth on your Proxy Card. South African Shareholders are referred to the section of this proxy statement entitled “South African Shareholders” on page 23 which provides additional information with respect to voting by them.

Before The Special Meeting—Shareholders other than South African Shareholders can go to the website set forth on your Proxy Card or scan the QR Barcode on your Proxy Card or voting instruction form.

You may, if you are not a South African Shareholder, use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Bermuda Time, on February 21, 2024. Have your Proxy Card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. South African Shareholders are referred to the section of this proxy statement entitled “South African Shareholders” on page 23 which provides additional information with respect to voting by them.

During The Special Meeting—Shareholders other than South African Shareholders, go to the section of this proxy statement entitled “Voting of Proxies” on page 21.

You may attend the Special Meeting and vote during the Special Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

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Vote with your mobile device

Scan the QR code on your Proxy Card or voting instruction form with a mobile device and follow the instructions. Voting by mobile device will be available until 11:59 p.m. Bermuda Time, on February 21, 2024.

Vote by telephone

You may use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Bermuda Time, on February 21, 2024 by calling the number set forth on your Proxy Card. Have your Proxy Card in hand when you call and then follow the instructions.

Vote by mail if you are not a South African Shareholder

Follow the instructions on your proxy or voting instruction form to vote on the Proposals. Mark, sign and date your Proxy Card and return it in the postage-paid envelope we have provided or return it to the address provided on your Proxy Card.

The proxy holders named on the Proxy Card will vote your shares as you instruct. If you sign and return the Proxy Card or voting instruction form but do not vote on the Proposals, the proxy holders will vote for you on the Proposals as recommended by the Textainer Board as stated in this proxy statement, specifically “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, as applicable. If no specific instructions are given by you when you execute your voting form, as explained on the form, your Company Common Shares or Company Preferences Shares will be voted as recommended by the Textainer Board as stated in this proxy statement, specifically “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, as applicable.

South African Shareholders are referred to the section of this proxy statement entitled “South African Shareholders” on page 23 which provides additional information with respect to voting by them.

Revocability of Proxies and Changes to a Shareholder’s Vote

You may change your vote or revoke your proxy at any time before it is exercised at the Special Meeting. You may do this in one of three ways:

(i) giving our Secretary a written notice revoking your proxy;

(ii) voting again on the Internet, by mobile device or by telephone (only your latest proxy submitted prior to the deadline for voting will be counted); or

(iii) signing, dating and returning a new Proxy Document bearing a later date.

Written notices of revocation and other communications about revoking Textainer proxies should be sent to our Secretary at Textainer Group Holdings Limited, Century House, 16 Par-La-Ville Road, Hamilton HM 08, Bermuda in the case of Shareholders who are not South African Shareholders. South African Shareholders can deliver written notices of revocation and other communications revoking Textainer proxies to the South African Transfer Secretaries at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, South Africa, 2196.

Abstentions and Broker Non-Votes

With respect to Shareholders who are not South African Shareholders, a broker non-vote occurs on an item when (i) a broker has discretionary authority to vote on one or more proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (ii) the beneficial owner fails to provide the broker with such instructions. Under the NYSE rules, “non-routine” matters include the Merger Proposal and the Adjournment Proposal. Because the Proposals to be voted on at the Special Meeting are “non-routine” matters (and brokers do not have discretionary authority to

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vote on such “non-routine” matters), Textainer does not expect there to be any broker non-votes at the Special Meeting. Broker non-votes (if any) will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting. If you hold your shares in street name, it is critical that you cast your vote by instructing your bank, broker or other nominee on how to vote if you want your vote to be counted at the Special Meeting. The NYSE rules governing brokers’ discretionary authority will not permit brokers to exercise discretionary authority regarding any of the Proposals.

If you are a Shareholder and you mark your proxy or voting instructions to abstain, it will have no direct effect on the Merger Proposal or the Adjournment Proposal, assuming a quorum is present. If you fail to submit your Proxy Card or instruct your broker or nominee to vote, as applicable, it will have no direct effect on the Merger Proposal or the Adjournment Proposal, assuming a quorum is present.

South African Shareholders

Shareholders whose shareholding is recorded in the South African Branch Register who wish to attend and vote at the Special Meeting or to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the Special Meeting may do so as follows:

If you wish to attend the Special Meeting, or to appoint a proxy to represent you at the Special Meeting, you should instruct your CSDP or Broker to issue you the necessary letter of representation to attend the Special Meeting, in the manner stipulated in your Custody Agreement. These instructions must be provided to the CSDP or Broker by the cut-off time and date advised by the CSDP or Broker for instructions of this nature. You will not be permitted to attend, speak or vote at the Special Meeting, or to send a proxy to represent you at the Special Meeting, without the necessary letter of representation being issued to you.

If you do not wish to, or are unable to, attend (or appoint a proxy to represent you at) the Special Meeting, but wish to vote at the Special Meeting, you should provide your CSDP or Broker with your voting instructions in the manner stipulated in your Custody Agreement. These instructions must be provided to the CSDP or Broker by the cut-off time and date advised by the CSDP or Broker for instructions of this nature. If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in your Custody Agreement, if any.

You must not complete the Proxy Card or Form of Proxy.

Textainer does not accept responsibility and will not be held liable for any failure on the part of the CSDP or Broker of a South African Shareholder holding Dematerialised Shares to notify such Shareholder of the Special Meeting or any business to be conducted thereat.

If you do not wish to or are unable to attend the Special Meeting but wish to be represented thereat, you must complete the form of proxy, in accordance with the instructions contained therein and ensure that it is received by the South African Transfer Secretaries, by no later than February 20, 2024, at 1:30 p.m., Bermuda Time.

If you wish to attend, speak and vote at the Special Meeting, you should contact the South African Transfer Secretaries to facilitate this by no later than February 20, 2024, at 1:30 p.m., Bermuda Time.

If you do not wish to or are unable to attend the Special Meeting and wish to be represented thereat, you must complete the form of proxy in accordance with the instructions contained therein and ensure that it is received by the South African Transfer Secretaries by no later than February 20, 2024, at 1:30 p.m., Bermuda Time.

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If you wish to attend, speak and vote at the Special Meeting, you should contact the South African Transfer Secretaries to facilitate this by no later than February  20, 2024, at 1:30 p.m., Bermuda Time.

Tabulation of Votes

The Textainer Board has appointed Computershare, Inc. to serve as the inspector of election for the Special Meeting. The inspector of election will, among other matters, determine the number of Company Common Shares and Company Preference Shares represented at the Special Meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all of the Proposals.

Solicitation of Proxies; Expenses of Solicitation

Textainer is soliciting proxies to provide an opportunity to all of Shareholders, as applicable, to vote on agenda items, whether or not Shareholders are able to attend the Special Meeting or an adjournment or postponement thereof. Textainer will bear the entire cost of soliciting proxies from its Shareholders. In addition to the solicitation of proxies by mail, Textainer will request that banks, brokers and other record holders send proxies and proxy material to the beneficial owners of Company Common Shares and secure their voting instructions, if necessary. Textainer will reimburse the record holders on request for their reasonable expenses in taking those actions. Textainer has engaged Georgeson LLC to solicit proxies from Shareholders who are not South African Shareholders for an estimated fee of $22,500, plus expenses, and Computershare, S.A. to solicit proxies from South African Shareholders for an estimated fee of $8,000.

Appraisal or Dissenters’ Rights

Under Bermuda law, any Shareholders who do not vote in favor of the Merger, and who are not satisfied that they have been offered fair value for their Company Common Shares or Company Preference Shares, may within one month of the giving of the notice of the Special Meeting (delivered with this proxy statement) apply to the Bermuda Court to appraise the fair value of their Company Common Shares or Company Preference Shares, pursuant to Section 106 of the Companies Act. Shareholders who exercise this right in compliance with the requirements of Section 106 of the Companies Act are referred to herein as “Dissenting Shareholders” (and their Company Common Shares or Company Preference Shares, “Dissenting Shares”). The rights of Dissenting Shareholders to apply to the Bermuda Court to appraise the fair value of their Company Common Shares or Company Preference Shares pursuant to Section 106 of the Companies Act, are referred to herein as “appraisal rights”.

Shareholders should note that if their Company Common Shares or Company Preference Shares are held in the name of a broker, nominee or intermediary they are not entitled to exercise their appraisal rights directly. Accordingly, any Shareholder whose Company Common Shares or Company Preference Shares are not held in their own name, and who intend to apply for the appraisal of their shares pursuant to Section 106 of the Companies Act, should have their Company Common Shares or Company Preference Shares, as applicable, transferred into their own name in sufficient time to exercise their appraisal rights. Appraisal rights may only be exercised in respect of Company Common Shares or Company Preference Shares where the voting rights attaching thereto are not voted in favor of the Merger Proposal.

A Shareholder who intends to exercise its appraisal rights, but fails to do so in compliance with the requirements of Section 106 of the Companies Act or effectively withdraws or waives its appraisal application will (i) lose their rights to seek appraisal before the Bermuda Court; (ii) be bound by the terms of the Merger Agreement and (iii) at the Effective Time, its (A) Company Common Shares will be automatically cancelled, and unless otherwise required by applicable law, converted into the right to receive the Common Merger Consideration, and their (B) Company Preference Shares will be cancelled and automatically converted into the right to receive preference shares in the Surviving Company.

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Notwithstanding the exercise by Dissenting Shareholders of their appraisal rights pursuant to Section 106 of the Companies Act, at the Effective Time, any of the Company Common Shares or the Company Preference Shares held by a Dissenting Shareholder will be bound by the Merger Agreement, the Dissenting Shares that are Company Common Shares will be cancelled and converted into the right to receive the Common Merger Consideration and the Dissenting Shares that are Company Preference Shares will be cancelled and converted into the right to receive preference shares in the Surviving Company.

Within one month of the Bermuda Court appraising the value of the Dissenting Shares, in the event that the value of Company Common Shares as appraised by the Bermuda Court is greater than the Per Share Merger Consideration, then the Surviving Company will pay to such Dissenting Shareholders, in respect of such Company Common Shares, the difference between the Per Share Merger Consideration and the value of the Company Common Shares appraised by the Bermuda Court. Within one month of the Bermuda Court appraising the value of the Dissenting Shares, in the event that the value of Company Preference Shares as appraised by the Bermuda Court is greater than the value of the preference shares of the Surviving Company, then the Surviving Company will pay to such Dissenting Shareholders, in respect of such Company Preference Shares, the difference between the value of the preference shares of the Surviving Company and the value of the Company Preference Shares appraised by the Bermuda Court. A Dissenting Shareholder has no right of appeal from an appraisal made by the Bermuda Court.

Shareholders who do not strictly comply with the requirements of Section 106 of the Companies Act will not be entitled to exercise the appraisal rights granted by this section.

Under the Merger Agreement, Textainer is required to give Parent (i) prompt (but in any event within 48 hours of Textainer’s receipt of such demand) written notice of any demands for appraisal (or withdrawals thereof) and any other written instruments, notices, petitions or other communication received by Textainer in connection with the foregoing, and, to the extent Textainer has knowledge thereof, any applications to the Bermuda Court for appraisal of the fair value of the Dissenting Shares and (ii) to the extent permitted by applicable law, the opportunity to direct any settlement negotiations and proceedings with respect to any demands for appraisal under the Companies Act (subject to Parent’s obligation to keep Textainer reasonably informed and give Textainer a reasonable opportunity to participate in the defense or settlement and consider in good faith Textainer’s advice). Textainer is not permitted to voluntarily make any payment with respect to, offer to settle or settle any such demands or applications or take any other action to exercise appraisal rights in accordance with the Companies Act without the prior written consent of Parent.

Assistance

If you have additional questions about the Transactions, need assistance in submitting your proxy or voting your Company Common Shares or Company Preference Shares, or need additional copies of the proxy statement or the enclosed Proxy Documents, please contact our Proxy Solicitor at:

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For Shareholders who are not South African Shareholders:

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free:

888-275-8475

For Shareholders who are South African Shareholders:

Computershare Investor Services Proprietary Limited

(Registration number: 2004/003647/07)

Rosebank Towers

15 Biermann Avenue

Rosebank

Johannesburg, South Africa, 2196

Call Toll Free:

086-110-0930

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THE MERGER PROPOSAL

This section of this proxy statement describes the various aspects of the Merger and related matters. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, for a more complete understanding of the Merger. In addition, important business and financial information about each of Textainer is included in or incorporated by reference into this proxy statement. For a listing of the documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find Additional Information.”

Transaction Structure

Subject to the terms and conditions of the Merger Agreement and the Statutory Merger Agreement, and pursuant to the applicable provisions of the Companies Act, at the Effective Time, Merger Sub will merge with and into Textainer, the separate corporate existence of Merger Sub will cease and Textainer will survive the Merger as a wholly-owned subsidiary of Parent.

Merger Consideration

At the Effective Time, Merger Sub will be merged with and into Textainer and each Company Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled and automatically converted into the right to receive an amount in cash equal to the Per Share Merger Consideration.

South African Shareholders whose shareholding is recorded in the South African Branch Register will, in respect of each Share, receive the Rand equivalent of the Per Share Merger Consideration at the applicable USD/Rand Exchange Rate, payable without interest and subject to any required tax withholding (including on account of securities transfer tax). The Rand equivalent of the Per Share Merger Consideration at the USD/Rand Exchange Rate will be communicated to Shareholders by an announcement on SENS prior to the Closing.

Additionally, each Company Preference Share will automatically convert into a preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time. Within 120 days following the Closing, each such outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount which such holder is entitled pursuant to the applicable certificate of designations.

At the Effective Time, each outstanding Company Option (whether or not vested) will automatically be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company Common Shares subject to such Company Option that is outstanding immediately prior to the Effective Time, by (y) the amount by which the Per Share Merger Consideration exceeds the per-share exercise price of the Company Option, less applicable taxes required to be withheld with respect to such payment. Any Company Option that is outstanding immediately prior to the Effective Time with a per-share exercise price that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time without payment or other consideration therefor.

At the Effective Time, each outstanding award of Company RSUs will be converted into a contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company Common Shares subject to such award of Company RSUs (in each case, with respect to any performance-based vesting requirements, assuming attainment of the maximum level of performance under the terms of the applicable award agreement) immediately prior to the Effective Time, by (y) the Per Share Merger Consideration, plus any unpaid cash in respect of dividend equivalent rights accrued prior to the Effective Time

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with respect to such Company RSUs, as applicable (after giving effect to the maximum level of performance), less any required withholding taxes. Subject to the applicable holder’s continued service with Parent and its affiliates (including the Surviving Company and its subsidiaries), the Unvested Company RSU Consideration will vest and become payable on the earlier of (i) the satisfaction of the time-based vesting conditions (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable unvested Company RSUs immediately prior to the Effective Time and (ii) the 12-month anniversary of the Effective Time (other than in respect of awards granted after the signing of the Merger Agreement, which would vest and become payable in accordance with the conditions of the applicable award agreement). The Unvested Company RSU Consideration will otherwise remain subject to the same terms and conditions that were applicable to the underlying Company RSUs immediately prior to the Effective Time.

Financing of the Merger

The consummation of the Merger is not subject to a financing condition. Parent anticipates using a combination of equity capital, availability under certain of Textainer’s existing debt facilities and existing cash on hand at Textainer to pay the Merger Consideration and all related fees and expenses. In order to utilize availability under certain of Textainer’s existing credit facilities and cause such facilities to remain obligations of the Surviving Company following the Closing, Textainer and Parent are seeking consents and specified amendments to certain change of control and other provisions thereunder. If the parties are unable to obtain such consents and specified amendments prior to Closing (or if an event of default or other specified default is then existing under such facilities), Parent will utilize a backstop debt facility to fund repayment of up to $2.265 billion of such existing Textainer debt facilities which would be required to be repaid in connection with Closing.

On October 22, 2023, Parent and Merger Sub delivered to Textainer (a) executed equity commitment letters from each of Stonepeak Infrastructure Fund IV Cayman (AIV II) LP and Stonepeak Asia Infrastructure Fund (AIV I) LP (collectively the “Equity Commitment Letter”), pursuant to which these entities have severally committed to Parent and Merger Sub to fund, subject to the terms and conditions thereof, an aggregate amount up to $2.135 billion for purposes of paying the Merger Consideration and transaction fees and expenses at the Closing and (b) an executed debt commitment letter (the “Debt Commitment Letter”) from Deutsche Bank AG New York Branch (“DBNY”) and Deutsche Bank Securities Inc. (collectively with DBNY, “Deutsche Bank”) pursuant to which DBNY agreed, subject to the terms and conditions thereof, to fund a backstop credit facility of up to $2.265 billion, the proceeds of which would be used to repay specified existing Textainer debt facilities in the event the parties do not receive the requisite consents and other specified amendments thereunder (or if an event of default or other specified default is then existing thereunder), to pay any related transaction costs and for working capital and general corporate purposes. The Debt Commitment Letter was subsequently amended and restated on October 29, 2023 to add Wells Fargo Bank, N.A. (“Wells Fargo Bank”) and Wells Fargo Securities, LLC (collectively, with Wells Fargo Bank, “Wells Fargo”) as a party thereto and pursuant to which each of DBNY and Wells Fargo Bank committed to provide up to 50% of the $2.265 billion backstop facility, subject to the terms and conditions thereof.

On October 22, 2023, Parent has also delivered duly executed limited guarantees (the “Limited Guarantees”) of Stonepeak Infrastructure Fund IV Cayman (AIV II) LP and Stonepeak Asia Infrastructure Fund (AIV I) LP (as “Guarantors”), pursuant to which the Guarantors, subject to the terms and conditions thereof, have severally guaranteed the obligations of Parent to pay the Parent Termination Fee and certain other fees and obligations, subject to an aggregate cap equal to $147.8 million.

We believe, but cannot assure you, that Parent will have sufficient cash on the Closing Date to complete the Merger.

Required Debt and Swap Consents and Actions; Required Commercial Consents

We have agreed to cooperate, with Parent, upon Parent’s reasonable request, in connection with obtaining (a) consent to the Transactions from (i) the lenders under specified existing Textainer debt facilities aggregating

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approximately $2.265 billion and (ii) to the extent applicable, the counterparties to related swap contracts and (b) any waivers or amendments (i) in respect of the applicable change of control provisions under any such existing debt facility or swap contract in connection with the Transactions or (ii) as otherwise contemplated by the Debt Commitment Letter. If reasonably requested by Parent we have agreed to take certain related actions including executing related documentation and facilitating repayment or repurchase of such existing debt facilities; provided that (x) we are not required to take any such actions unless the effectiveness thereof is contingent upon the occurrence of the Closing and (y) Parent is obligated, upon our request, to reimburse us for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection with such cooperation and to indemnify and hold harmless us and our representatives from and against certain losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with any such repurchase or repayment. The receipt of any consent, approval, waiver or amendment or the execution of any documentation contemplated above is in no way a condition to any Merger Agreement party’s requirement to effect the Closing.

We have also agreed upon Parent’s reasonable request, to use commercially reasonable efforts to obtain or effect, as applicable, any necessary or reasonably desirable notices, acknowledgments, waivers or consents with respect to specified Textainer contracts identified by Parent. provided that subject to limited or specified exceptions Textainer is not required to make or agree to make any payments to any third party, concede or agree to concede anything of monetary or economic value, amend or otherwise modify any contract to which it is a party to or by which it is bound or commence, or defend or participate in any proceeding. The receipt of any consent, approval, waiver or amendment contemplated by this paragraph is in no way a condition to any party’s requirement to effect the Closing.

Background of the Merger

The Textainer Board and members of Textainer’s senior management team meet and consider, on an ongoing basis, Textainer’s performance, future growth prospects, use of capital, long-term strategy and the range of strategic opportunities available to Textainer to strengthen its business and to enhance shareholder value. As part of this review, the Textainer Board and senior management have from time to time evaluated a variety of potential strategic alternatives as an independent company, investments in potential new growth opportunities, acquisitions and other strategic transactions. The Textainer Board also regularly meets to review updates to Textainer’s strategic plan and financial forecast.

The Merger and the terms of the Merger Agreement are the result of arm’s length negotiations conducted among representatives of Textainer, Stonepeak and their respective advisors. The following chronology summarizes the key meetings, negotiations, and events and actions among the parties that led to the signing and public announcement of the Merger Agreement.

On April 12, 2023, Triton International Limited (“Triton”) and Brookfield Infrastructure Corporation (“BIPC”) announced BIPC’s planned acquisition of Triton, the largest global shipping container leasing company (the “Triton acquisition”). Following the Triton acquisition, the sole remaining global shipping container leasing company listed in the U.S. would be Textainer.

Promptly following the Triton announcement and thereafter, Mr. Olivier Ghesquiere (Textainer’s Chief Executive Officer and a member of the Textainer Board) and Mr. Michael Chan (Textainer’s Chief Financial Officer) were independently contacted by various financial advisory firms—potentially with the intention of measuring Textainer’s interest in pursuing a sales process—offering to review with Messrs. Ghesquiere and Chan the Triton acquisition and provide relevant insights regarding such transaction.

Also on April 12, 2023, Mr. Ghesquiere notified the Textainer Board, including Mr. Hyman Shwiel (Chair of the Textainer Board) of the Triton announcement and the outreach by potential financial advisors regarding the Triton acquisition.

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On April 13, 2023, a representative of Deutsche Bank Securities Inc. (“Deutsche Bank”), Stonepeak’s financial advisor, reached out to Mr. Chan to request a meeting of representatives of Textainer and Stonepeak.

Also on April 13, 2023, given the announcement of the Triton acquisition and request by Deutsche Bank, Mr. Ghesquiere, in consultation with Mr. Shwiel, determined it was advisable for Textainer management to analyze the Triton acquisition with the assistance of BofA Securities (given its extensive shipping container industry knowledge and deep understanding of Textainer and its business), and, if the Textainer Board agreed, having representatives of BofA Securities attend the next regularly scheduled Textainer Board meeting to discuss the Triton acquisition and its related implications for Textainer. At the request of Mr. Shwiel, Mr. Ghesquiere determined to organize a videoconference with the Textainer Board to update the Textainer Board on the Triton acquisition.    

On April 13, 2023, Messrs. Ghesquiere, Chan and Giancarlo Gennaro (Textainer’s Vice President, Finance) spoke by videoconference with representatives of BofA Securities to familiarize themselves with the Triton acquisition generally.

On April 14, 2023, a videoconference was held with Textainer senior management and the Textainer Board members participating. Topics covered included (i) the terms of and anticipated closing timeline for the proposed Triton acquisition, (ii) the expected impact of the transaction on Textainer (e.g., market impact and likely increased interest to acquire Textainer from other infrastructure funds, possible activist investor activity and potential for reduced public investor and investment analyst sales coverage/interest as Textainer would be the sole shipping container lessor listed in the U.S.) and (iii) a review of prior shipping container lessor comparable transactions. The participants also discussed relevant considerations for selecting an investment advisor should the Textainer Board determine it appropriate or advisable. Mr. Ghesquiere and the Textainer Board agreed representatives of BofA Securities should be invited to join the next regularly scheduled Textainer Board meeting (scheduled for May 31 and June 1, 2023) to, among other things, discuss the Triton transaction in greater detail, educate the Textainer Board about the various infrastructure funds and their related valuation approaches and provide other related insights. Mr. Ghesquiere advised the Textainer Board about an upcoming meeting with Stonepeak and that, at the Textainer Board’s direction, he would speak to bankers and otherwise keep them updated on any acquisition-related developments.

On April 17, 2023, Messrs. Ghesquiere, Chan and Daniel Cohen (Textainer’s General Counsel) met at Textainer’s San Francisco, California office in person with Mr. James Wyper, a representative of Stonepeak, and a representative of Deutsche Bank. At this meeting, the parties discussed the shipping container industry, including its recent cycles and current market status, and the Triton acquisition.

On April 24, 2023, Mr. Blake Dwyer of Stonepeak contacted Mr. James Earl (a member of the Textainer Board) to discuss the shipping container industry generally. Mr. Earl responded that given his position on the Textainer Board, he did not view it as appropriate at this time for him to speak with Stonepeak representatives.

On April 27, 2023, Messrs. Ghesquiere and Chan met via videoconference with representatives of Stonepeak. During this call, the representatives of Stonepeak affirmed Stonepeak’s interest in pursuing a potential transaction, including a partnership or acquisition of Textainer.

On April 30, 2023, an advisor of a potential financial acquiror, an infrastructure fund (“Company A”), contacted Mr. Ghesquiere, on an unsolicited basis, and requested a meeting.

On May 1, 2023, Messrs. Ghesquiere, Chan, Cohen and Gennaro discussed via videoconference with representatives of BofA Securities the agenda for BofA Securities’ presentation to the Textainer Board regarding the Triton acquisition and its possible implications for Textainer.

On May 2, 2023, Textainer’s first quarter 2023 earnings were announced pre-market.

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Also on May 2, 2023, Mr. Ghesquiere met in person with an advisor to Company A, who sought to arrange a meeting with representatives of both Textainer’s management team and Company A.

On May 3, 2023, Mr. Ghesquiere notified Mr. Shwiel of his meeting with the advisor to Company A. The Textainer Board was subsequently notified at its next meeting.

On May 4, 2023, Messrs. Ghesquiere, Chan, Cohen and Gennaro met with representatives of a financial advisory firm who had contacted Textainer on an unsolicited basis. This firm gave a presentation on the Triton acquisition and a potential acquisition transaction involving Textainer (with valuation analyses for Textainer based on the Triton acquisition and analyses based on Textainer’s publicly available information).

On May 9, 2023, Messrs. Ghesquiere, Chan, Cohen and Gennaro spoke via videoconference with Messrs. Wyper and Dwyer from Stonepeak. Among other things, the participants discussed Textainer’s first quarter financial results, the state of the shipping container industry, return levels for new container investments, demand for new leased containers, performance drivers and utilization trends, and compared recent strategies of Textainer and Triton. Messrs. Wyper and Dwyer indicated that Stonepeak intended to provide a written indication of interest to acquire Textainer.

On May 11, 2023, Messrs. Ghesquiere, Chan, Cohen and Gennaro met with representatives from Company A at Textainer’s office in San Francisco, CA. During the meeting, the attendees discussed, among other topics, industry trends, Textainer’s operational performance based on publicly available information and Textainer’s current debt structure. Company A representatives expressed their interest in the shipping container industry generally (having previously evaluated other container leasing opportunities) and Textainer specifically (which they shared they had been evaluating for some time). Company A’s representatives indicated they intended to provide a written indication of interest to acquire Textainer.

Also on May 11, 2023, representatives of Stonepeak provided Messrs. Ghesquiere and Chan an unsolicited written, non-binding indication of interest addressed to the Textainer Board (the “Stonepeak Indication”) to potentially acquire 100% of Textainer’s issued and outstanding common shares for $40.50 per share in cash. The Stonepeak Indication provided that all of Textainer’s existing debt would remain outstanding and the Textainer preferred shares would be redeemed in the change of control. The offer was not contingent on Stonepeak obtaining financing, but was subject to the completion of customary due diligence. The Stonepeak Indication represented a premium of approximately 15.7% to the closing price of the Company Common Shares on May 10, 2023. The Stonepeak Indication was promptly shared with members of the Textainer Board and representatives of O’Melveny & Myers LLP (“OMM”), legal counsel to Textainer.

On May 15, 2023, Mr. Ghesquiere responded to representatives from Stonepeak by email thanking them for their interest in Textainer and advising that the letter would be forwarded to the Textainer Board and be carefully considered.

Also on May 15, 2023, Messrs. Ghesquiere and Chan met with representatives from a potential financial advisory firm, at the request of such firm on an unsolicited basis, to discuss the Triton transaction and considerations for a possible transaction involving Textainer. Representatives of that firm reviewed Textainer’s position in its industry, Textainer’s historical operating and trading performance, potential financial acquirers, potential acquisition scenarios and potential next steps in Textainer’s review of strategic opportunities (if the Textainer Board determined to pursue such a strategy).

Also on May 15, 2023, representatives from an investment firm, (“Company B”) visited Textainer’s office in San Francisco, CA to meet with Messrs. Ghesquiere and Chan to discuss the current shipping container leasing market environment following the Triton acquisition announcement. From time-to-time Textainer representatives had previously met in person with Company B representatives with Company B generally monitoring events at Textainer.

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On May 16, 2023, the Textainer Board held a special meeting via videoconference. Also present were members of management, representatives of OMM and representatives of Conyers Dill & Pearman (“Conyers”), Bermuda legal counsel to Textainer. In addition to developments since the Triton announcement, the participants reviewed the recent meetings with Company A and Stonepeak, the Stonepeak Indication and other unsolicited views of investment banks regarding valuations of Textainer. Prior to the meeting, a presentation addressing various considerations in the context of a potential “change of control” transaction (including the Textainer Board’s fiduciary duties) was circulated to the Textainer Board. Representatives of OMM and Conyers reviewed this presentation with the Textainer Board, with Conyers reviewing the Textainer Board’s fiduciary duties under Bermuda law. The participants also discussed reviving Textainer’s acquisition committee (the “Textainer Acquisition Committee”) and updating its membership. This committee was historically used to advise Textainer management on mergers and acquisitions, fleet acquisitions or other non-ordinary course acquisition or disposition related matters when requested. It was believed that this advisory committee might be potentially useful in coordinating routine activities as the Textainer Board and Textainer management coordinated various related activities. The Textainer Board directed Mr. Ghesquiere to begin interviewing potential financial advisors to Textainer to assist the Textainer Board in evaluating its options and consideration of the Stonepeak Indication. Following the meeting, Mr. Cohen circulated to the Textainer Board the Stonepeak Indication and various presentations from potential financial advisors (all of which were unsolicited). As a follow-up to the meeting, on May 16, 2023, Mr. Cohen circulated to the Textainer Board publicly available materials about (i) Stonepeak and BIPC and (ii) the Company Preference Shares and how they might be handled in accordance with the terms set forth in their respective certificate of designations in the context of a potential acquisition and a discussion of the treatment of Triton’s preference shares.

Also on May 16, 2023, Messrs. Ghesquiere, Chan, and Gennaro spoke via videoconference with representatives of a potential financial advisory firm, at the request of such firm on an unsolicited basis, about the Triton acquisition and considerations for a possible transaction involving Textainer. Representatives of this potential financial advisor reviewed a valuation analysis prepared by such firm based on publicly available data on Textainer.

On May 23, 2023, Mr. Ghesquiere and representatives from Company A spoke by telephone, whereon Mr. Ghesquiere was informed Company A would be providing an indication of interest. Later that day, Company A delivered to Mr. Ghesquiere an unsolicited written, non-binding indication of interest (the “Company A Indication”) to acquire 100% of Textainer’s outstanding Company Common Shares at a price of $42.00 per share in cash. The Company A Indication represented a premium of approximately 14.8% to the closing price of the Company Common Shares on May 22, 2023. The Company A Indication provided for backstop funding for any debt acceleration in the event Textainer’s lenders did not consent to the change of control transaction. A copy of the Company A Indication was subsequently provided to the Textainer Board by Mr. Cohen.

On May 25, 2023, Mr. Cohen provided to the Textainer Board a summary of the recently filed Triton Form-4/Proxy Statement along with draft resolutions of the Textainer Board setting forth a standing mandate for the convening of the Acquisition Committee to advise Textainer management when requested (the “Acquisition Committee Mandate”) for review at the upcoming scheduled Textainer Board meeting. The Acquisition Committee Mandate only granted the Acquisition Committee advisory authority and did not delegate any specific standing transaction approval authority from the Textainer Board.

On May 26, 2023, representatives from BofA Securities provided a proposed written engagement letter (the “Engagement Letter”) to act as Textainer’s exclusive financial advisor for a potential acquisition transaction, the terms of which were then reviewed by outside counsel at OMM. A copy of the Engagement Letter was provided to Messrs. Shwiel, Ghesquiere and Chan. Between May 26, 2023 and August 9, 2023, BofA Securities and Textainer negotiated the terms of the Engagement Letter, which was executed on August 9, 2023.

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Prior to retaining BofA Securities and to facilitate BofA Securities’ attendance and participation at the Textainer Board meeting (scheduled for May 31 and June 1, 2023), representatives of BofA Securities and Textainer negotiated an indemnification and confidentiality agreement (the “BofA Securities Confidentiality Agreement”).

On May 28, 2023, BofA Securities and Textainer entered into the BofA Securities Confidentiality Agreement.

On May 31, 2023 and June 1, 2023, the Textainer Board held its regularly scheduled meeting, with members of Textainer’s senior management team also present on both days and with representatives of BofA Securities participating during part of the May 31, 2023 meeting. During relevant portions of this two-day meeting, the Textainer Board discussed, among other things, developments since the Triton announcement.

On May 31, 2023, representatives of BofA Securities joined a portion of the Textainer Board meeting. At that time, BofA Securities had not formally valued Textainer and was not yet aware Textainer had received two indications of interest. Relevant topics addressed included BIPC’s rationale for the Triton acquisition, the Triton transaction structure (including BIPC’s significant equity funding and Triton’s existing debt facilities which BIPC was seeking to keep in place post-closing) and related key transaction takeaways. Also discussed were the current infrastructure market and the growing acceptance of shipping container lessors as a suitable asset class for infrastructure funds and a survey of potential infrastructure investors (including infrastructure funds, insurance companies and pension funds) who may have interest in a potential Textainer acquisition. The participants also discussed the Textainer Board’s fiduciary duties when presented with a bid, how bids might be analyzed when received and the various approaches the Textainer Board could take to respond to an unsolicited offer as well as strategic alternatives to pursuing a transaction or engaging with parties providing unsolicited offers.

Following the departure of the representatives of BofA Securities from the meeting, the Textainer Board and management discussed the retention of a financial advisor and the need for Textainer to prepare a longer term financial model and resulting forecasts to assist the Textainer Board in determining a reasonable valuation for Textainer in the context of a potential acquisition transaction and considering Textainer’s alternatives. In that regard, the Textainer Board, among other things, (i) considered and shared their views of BofA Securities and of certain other selected potential financial advisors and discussed and reviewed relevant advisory fee levels and other related terms and (ii) instructed management to begin preparing the longer-term financial model and related forecasts (the “Textainer Forecasts”) (as described further in the section “The Merger Proposal—Opinion of Textainer’s Financial Advisor”). With a view to retaining BofA Securities as its financial advisor, the Textainer Board then directed Mr. Ghesquiere and the Acquisition Committee to share the Company A Indication and Stonepeak Indication with BofA Securities and to discuss with BofA Securities fee and other engagement terms consistent with those discussed amongst members of the Textainer Board and management.

On June 1, 2023, the Textainer Board reconvened in person, together with members of Textainer’s management team, at which time among other things, the Textainer Board (i) adopted the Acquisition Committee Mandate and (ii) determined to retain BofA Securities, with such key terms to be agreed upon by Mr. Ghesquiere on behalf of Textainer and Mr. Loli Wu on behalf of BofA Securities. As described below, this engagement was formalized with the approval and execution of the related engagement letter in August 2023. In addition, although the Textainer Acquisition Committee Mandate (forming the Textainer Acquisition Committee) was approved at this meeting, the committee members never convened nor took any action in relation to the proposed transaction. As described below, related discussions were held with, and decisions made by, the Textainer Board as a whole.

On June 2, 2023, Mr. Ghesquiere separately notified representatives from each of Stonepeak and Company A that the Textainer Board reviewed their respective indication at its recent meeting and that Textainer was in the process of engaging BofA Securities as its financial advisor. Mr. Ghesquiere also informed representatives of Stonepeak and Company A that Textainer would revert back to them regarding their indication after BofA Securities was engaged and further review by the Textainer Board.

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On June 5, 2023 and June 7, 2023, representatives from BofA Securities and Textainer management discussed via videoconference Textainer’s development of the Textainer Forecasts.

On June 6, 2023, representatives from Company A emailed Mr. Ghesquiere to request a non-disclosure agreement to permit Company A to commence its due diligence relating to Textainer.

On June 7, 2023, representatives from BofA Securities met with Messrs. Wyper and Dwyer and communicated that the Textainer Board was continuing to review the Stonepeak Indication. Representatives of BofA Securities also advised Mr. Wyper that it would likely be at least three to four weeks before the Textainer Board would be in a position to respond.

On June 8, 2023, Mr. Ghesquiere spoke with representatives from Company A via telephone sharing that the Textainer Board was continuing to review the Company A Indication. Mr. Ghesquiere stated that the Textainer Board needed three to four weeks before it would be in a position to respond, but in the meantime Textainer was working to set up a virtual data room (the “VDR”) with the information and documents requested in the Company A Indication.

On June 9, 2023, Mr. Ghesquiere received an unsolicited email from a financial advisor to a new potential financial bidder, an infrastructure fund.

Also on June 9, 2023, representatives of BofA Securities and Textainer management met via videoconference and discussed Textainer’s development of a transaction work plan.

On June 12, 2023, Mr. Cohen emailed the Textainer Board (i) a summary of Textainer’s responses to Stonepeak and Company A, as well as interest in Textainer by a new potential financial bidder, an infrastructure fund, introduced to Textainer by an investment advisor, (ii) BofA Securities’ responses to the draft Engagement Letter and (iii) the status of Mr. Gennaro’s work on the Textainer Forecasts.

Between June 13, 2023 and August 18, 2023, members of Textainer management, together with input from BofA Securities, reviewed Textainer’s longer term business model and resulting Textainer Forecasts.

On June 27, 2023, after an introduction by representatives from a financial advisory firm, Messrs. Ghesquiere and Chan spoke via videoconference with a representative from the aforementioned infrastructure fund and discussed Textainer’s business, the Triton acquisition, and whether Textainer had retained bankers. Such representative of the infrastructure fund indicated that it had interest in potentially moving forward with an acquisition of Textainer. Ultimately, this infrastructure fund did not submit an indication of interest.

On June 28, 2023, Messrs. Ghesquiere and Chan and representatives from a potential financial advisory firm, at the request of such firm on an unsolicited basis, discussed via videoconference the Triton acquisition and considerations for a possible transaction involving Textainer. Representatives of that firm reviewed Textainer’s position in its industry, Textainer’s historical operating and trading performance, potential financial acquirers, potential acquisition scenarios and potential next steps in Textainer’s review of strategic opportunities (if the Textainer Board determined to pursue such a strategy).

On June 29, 2023, the Textainer Board held a special meeting via videoconference. Also present were members of Textainer’s management team and, for a portion of the meeting, representatives of BofA Securities. Prior to representatives of BofA Securities joining the meeting, among other things, Messrs. Ghesquiere and Gennaro reviewed Textainer management’s longer term business model and resulting Textainer Forecasts. Questions were asked and answered with the Textainer Board approving the Textainer Forecasts and BofA Securities’s use of and reliance on the Textainer Forecasts in the context of its valuation analysis. Representatives of BofA Securities then joined the meeting and gave a detailed presentation on their preliminary valuation analysis (including a review of the valuation methodologies employed and resulting valuation ranges). The participants then reviewed the Stonepeak Indication, the Company A Indication and related topics. After the

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representatives of BofA Securities were excused from the meeting, the Textainer Board further discussed, among other things, the indicated preliminary valuation ranges for Textainer, with the Textainer Board determining it was not appropriate to commence a sales process at that time. After the meeting, the Textainer Board instructed representatives BofA to communicate to Stonepeak and Company A that their respective indicative offers were not adequate but they could provide higher indications of interest to induce Textainer to engage in further discussions and potentially commence related due diligence on Textainer.

On July 2, 2023, the Textainer Board resolved by unanimous written consent to amend Textainer’s 2021 and 2022 PRSU grants to provide performance achievement at the actual performance level, up to a maximum achievement of 200%, under the terms of the applicable award agreement, on the occurrence of a transaction involving a “change of control,” with vesting to occur upon the earlier of (i) the last day of the performance period as set forth therein or (ii) 12 months following the closing date of such “change of control.”

On July 5, 2023, representatives of BofA Securities communicated to Stonepeak that the Stonepeak Indication was insufficient to engage in further discussion but that Stonepeak could submit an improved indication of interest to induce further engagement and potentially commence due diligence. In response, Mr. Wyper stated that Stonepeak would revisit Stonepeak’s valuation of Textainer.

Also on July 5, 2023, representatives of BofA Securities communicated to Company A that the Company A Indication was insufficient to engage in further discussion but that Company A could submit an improved indication of interest to induce further engagement and potentially commence due diligence.

On July 6, 2023, representatives from BofA Securities and Stonepeak met via videoconference, during which representatives from Stonepeak indicated an updated offer from Stonepeak would be provided after Textainer’s earnings were released the following week.

On July 11, 2023, representatives of BofA Securities and representatives of the financial advisor to Company A discussed by telephone feedback to the Company A Indication.

On July 13, 2023, Mr. Cohen via email updated the Textainer Board generally noting (i) BofA Securities had made the requested communication to Stonepeak and Company A regarding their initial indications and advising them that they could submit improved indications of interest to induce further engagement and potentially commence due diligence, (ii) Stonepeak was working on its response, with BofA expecting an additional call with Deutsche Bank the following week, and (iii) the July 11, 2023 follow-up call between representatives of Company A’s financial advisors and representatives of BofA Securities.

On July 22, 2023, representatives from BofA Securities and Deutsche Bank met via videoconference, during which representatives from Deutsche Bank indicated an updated offer from Stonepeak would be provided in the near term, with Stonepeak considering the related timing in the context of Textainer’s upcoming second quarter 2023 earnings announcement.

On July 26, 2023 representatives from Stonepeak provided a revised offer to Textainer, dated July 25, 2023, which was then sent to the Textainer Board. The revised offer, among other things, increased Stonepeak’s bid to $46.50 per share in cash from $40.50 per share in cash (the “July 26 Stonepeak Proposal”) and noted that the increase incorporated Stonepeak’s expectations regarding future adoption of Global Minimum Tax rules and was based on Stonepeak confirming its assumptions with respect to Textainer’s forecasted financial results for the years 2023 and 2024 during the due diligence process.

On July 28, 2023, the Textainer Board held a special meeting via videoconference. Representatives of BofA Securities and OMM were present. At this meeting, the participants reviewed the July 26 Stonepeak Proposal and the Company A Indication (each at a price level below which the Textainer Board was prepared to recommend a transaction). As part of this review, a range of options was considered to obtain the best possible indicative offers

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including through additional buyer engagement and creation of a competitive dynamic. Following discussion, it was determined that BofA Securities should communicate to Stonepeak that the July 26 Stonepeak Proposal was still not at a level at which the Textainer Board would be willing to recommend a transaction. In addition the Textainer Board authorized (i) BofA Securities to identify and engage with selected potential acquirers that BofA Securities determined would have the resources and interest in engaging with Textainer to provide an indicative acquisition offer, (ii) management to work with BofA Securities to coordinate and conduct informational calls and prepare and provide diligence materials to these selected potential acquirers on a confidential basis to facilitate the generation of indicative offers, and (iii) BofA Securities to respond to the parties that already provided indicative offers to Textainer (including Stonepeak) to advise them of the process the Textainer Board has endorsed and to advise them on the next steps forward.

Between August 1, 2023 and September 8, 2023, BofA Securities conducted outreach to 17 potential bidders (including Stonepeak, Company A and Company B) and received inbound interest from two additional potential “strategic” bidders (such “strategic” bidders referred to below as Company C and Company D). Stonepeak, Company A, Company B, Company C, Company D and the other potential bidders are collectively referred to below as the “Interested Bidders.” All Interested Bidders were required to execute non-disclosure agreements (which also included customary standstill provisions) in substantially the same form to participate in meetings with Textainer management at which confidential information would be discussed and to be granted access to the VDR. Between August 1, 2023 and September 13, 2023, Textainer, with assistance from representatives of OMM, negotiated the terms of and executed 12 non-disclosure agreements in total (including the Stonepeak Non-Disclosure Agreement, the Company A Non-Disclosure Agreement, the Company B Non-Disclosure Agreement, the Company C Non-Disclosure Agreement and the Company D Non-Disclosure Agreement, each as defined below to the extent not previously defined). Textainer representatives held individual meetings where confidential informational was shared with representatives of 11 of the Interested Bidders (including meetings with Stonepeak and Companies A, B, C and D). As described below, each of the Interested Bidders that executed non-disclosure agreements received a process letter with instructions for submitting a preliminary proposal.

On August 1, 2023, Textainer’s second quarter 2023 earnings were announced pre-market.

On August 4, 2023, representatives from BofA Securities gave a presentation to members of Textainer management on the latest updates with the Interested Bidders, including, among other items, when introduction calls occurred, the dates on which non-disclosure agreements were first sent, whether informational background meetings between representatives of the Interested Bidders and representatives of Textainer had been scheduled and other general status notes (such presentation, the “Bidder Log”).

On August 7, 2023, Textainer and Stonepeak entered into a non-disclosure agreement (the “Stonepeak Non-Disclosure Agreement”), which, among other provisions, contained a customary standstill provision pursuant to which Stonepeak would be prohibited from taking certain actions with respect to Textainer, including making any request to amend or waive the standstill provision, in each case, without the prior consent of Textainer, until August 7, 2024, subject to certain standstill termination triggers, including Textainer’s entry into the Merger Agreement.

Also on August 7, 2023, the Textainer Board held a special meeting via videoconference. Also present were members of Textainer’s management and representatives of OMM. At this meeting, Mr. Ghesquiere provided general updates on the status of the potential acquisition. Also, the Textainer Board approved the finalized Engagement Letter detailing BofA Securities’ service as Textainer’s financial advisor. In connection therewith, among other things, it was noted that the Engagement Letter reflected the negotiated fee, expense and “tail” provisions and other customary provisions, including that the transaction fee (with a credit for the $3 million fairness opinion fee) would be payable upon the closing of the proposed transaction. The Textainer Board also reviewed and evaluated specified information provided by BofA Securities at Textainer’s request to assist it in evaluating BofA Securities’ independence and its ability to act consistently with its various obligations as Textainer’s financial advisors. Related risks included the risk of relationships BofA Securities had with various

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Interested Bidders (including Stonepeak). In approving BofA Securities engagement, the Textainer Board considered, among other things (i) BofA Securities’ ability to identify and manage these relationships and serve the interests of the Textainer Board and (ii) the value of BofA Securities’ unique container leasing industry expertise, knowledge and industry connections and the value that these skills and expertise were expected to deliver to Textainer in a potential acquisition process and its knowledge of and experience with Stonepeak, Company A and other possible Interested Bidders.

On August 9, 2023, Textainer and BofA Securities executed the Engagement Letter.

Also on August 9, 2023, Textainer and Company B entered into a non-disclosure agreement (the “Company B Non-Disclosure Agreement”), which, among other provisions, contained a customary standstill provision pursuant to which Company B would be prohibited from taking certain actions with respect to Textainer, including making any request to amend or waive the standstill provision, in each case, without the prior consent of Textainer, until August 9, 2024, subject to certain standstill termination triggers, including Textainer’s entry into the Merger Agreement.

Also on August 9, 2023, Deutsche Bank executed a joinder agreement, wherein Deutsche Bank agreed to become a party to, to be bound by, and to comply with the covenants, terms and conditions, with certain exceptions, of the Stonepeak Non-Disclosure Agreement.

On August 11, 2023, Mr. Cohen emailed the Textainer Board updates on, among other things, the status of informational background meetings with certain Interested Bidders as summarized in an updated Bidder Log provided to Textainer. Mr. Cohen also informed the Textainer Board that Textainer executed the Engagement Letter with BofA Securities.

On August 14, 2023, Textainer and Company A entered into two non-disclosure agreements (collectively, the “Company A Non-Disclosure Agreement”), which, among other provisions, contained a customary standstill provision pursuant to which Company A would be prohibited from taking certain actions with respect to Textainer, in each case without the prior consent of Textainer, until August 14, 2024, subject to certain standstill termination triggers, including Textainer’s entry into the Merger Agreement.

On August 17, 2023, Mr. Cohen informed the Textainer Board via email that from August 14, 2023 through August 16, 2023, Textainer held informational background meetings with Stonepeak and Company B, among others. Mr. Cohen’s email also provided the Textainer Board with a more individualized status update on the due diligence review being conducted by several of the Interested Bidders. Mr. Cohen also attached a proposed transaction timeline that had been prepared by representatives of BofA Securities, which described a proposed deadline for “check-in” bids to be submitted. Mr. Cohen also advised the Textainer Board of the plan for opening the VDR.

On August 18, 2023, and as supplemented periodically, Textainer made available to Stonepeak, Company A, Company B and other “non-strategic” Interested Bidders certain select non-public financial, commercial and legal materials of Textainer in the VDR for due diligence purposes, including: fleet tape data, top customer information, market and competitive environment data, historical financial data, the Textainer Forecasts, a review of historical and projected effective tax rate, environmental policies, procedures and disclosures and organization charts. From August 18, 2023 through September 21, 2023, representatives of Stonepeak and the other “non-strategic” Interested Bidders conducted due diligence of Textainer through document reviews.

Beginning on August 20, 2023, Stonepeak and certain of the Interested Bidders began submitting due diligence questions and requesting that specific information and documents be uploaded to the VDR.

On August 21, 2023, Messrs. Chan and Gennaro and representatives of BofA Securities spoke by telephone with representatives of Company A to discuss the Textainer Forecasts and certain follow-up questions from the parties’ August 16, 2023 informational background meeting.

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Also on August 23, 2023, representatives of BofA Securities and Textainer convened via videoconference to discuss tax items and other topics including a “change of control” discussion.

On August 25, 2023, representatives of BofA Securities sent process letters outlining the procedures for submitting “check-in” indications of interest for an acquisition of Textainer, including specific requests for information relating to, among other things, valuation, identity of the acquiring entity, sources and structure of financing, required approvals and conditions, and due diligence to Stonepeak, Company A and the other Interested Bidders requesting their respective “check-in” bids be submitted by September 13, 2023.

On August 26, 2023, representatives of BofA Securities spoke by telephone with representatives of Stonepeak and Deutsche Bank regarding follow-up due diligence items.

On August 27, 2023, Mr. Cohen updated the Textainer Board via email noting/providing, among other things, that the most interest in pursuing a transaction continued to come from the four “tier 1” bidders as indicated in an updated Bidder Log that had been provided. Mr. Cohen also provided the Textainer Board, among other things, (i) a due diligence update, advising that the VDR opened on August 18, 2023 and relaying that Textainer and BofA Securities were responding to due diligence questions and requests and (ii) distribution of the process letter to the Interested Bidders setting forth the requested specifics for their respective “check-in” bids and noting a “check-in” bid deadline of September 13, 2023.

On August 28, 2023, Messrs. Ghesquiere, Chan, Gennaro and Cohen, representatives of BofA Securities and representatives of Company A spoke by videoconference regarding follow-up due diligence.

On August 31, 2023, Messrs. Chan and Gennaro, representatives of BofA Securities and representatives of Stonepeak, along with Deutsche Bank and Deloitte, acting as advisors for Stonepeak, spoke by telephone to discuss the performance of certain container leases and certain tax items.

On September 5, 2023, Mr. Chan, representatives of BofA Securities and representatives of Company A spoke by telephone regarding certain due diligence follow-up matters and tax items.

On September 6, 2023 Mr. Chan, a representative of Arnold & Porter Kaye Scholer LLP (Textainer’s debt counsel), representatives of BofA Securities, designated representatives of the agents for Textainer’s asset-backed securities, representatives of Company B and counsel for Company B spoke by telephone regarding certain debt items.

Also on September 6, 2023, representatives from a new “strategic” bidder’s (“Company C”) financial advisor emailed Mr. Ghesquiere about Company C’s interest in joining the bidding process.

On September 6, 2023 and September 7, 2023, the Textainer Board held its scheduled two-day meeting in person. Also present via videoconference during a part of the meeting on September 7, 2023 were representatives of BofA Securities. The Textainer Board received and discussed with the participants, a transaction status update. More specifically, representatives of BofA Securities reviewed the current status for the various Interested Bidders, including (i) Company C’s expressed interest in participating in the bidding process, (ii) that two Interested Bidders had determined not to further pursue a potential acquisition of Textainer and (iii) that several of the Interested Bidders had performed substantial due diligence and had submitted related follow-up due diligence questions. Mr. Cohen then (i) noted that OMM and BofA Securities recommended using the Triton acquisition merger agreement as the precedent for drafting the proposed merger agreement to be presented in the VDR to Interested Bidders (with appropriate revisions) and (ii) reviewed the key terms proposed for Textainer’s form of merger agreement. Questions were asked and a discussion ensued.

On September 7, 2023, Mr. Ghesquiere received an unsolicited email inquiry from a representative of a new potential “strategic” bidder (“Company D”), about Company D’s interest in joining the competitive process.

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On September 8, 2023, as instructed by the Textainer Board, BofA Securities notified Stonepeak, Company A, Company B and other Interested Bidders by email and telephone that the deadline for “check-in” bids had been moved from September 13, 2023 to September 22, 2023.

Also on September 8, 2028, representatives of BofA Securities and Company D spoke by telephone on an introductory basis.

On September 10, 2023, representatives of BofA Securities emailed representatives of Company C and provided a process letter (described previously), which noted the “check-in” bid deadline was September 22, 2023.

On September 11, 2023, Textainer and Company C entered into a non-disclosure agreement (the “Company C Non-Disclosure Agreement”), which, among other provisions, contained a customary standstill provision pursuant to which Company C would be prohibited from taking certain actions with respect to Textainer, including making any request to amend or waive the standstill provision, in each case, without the prior consent of Textainer, until September 11, 2024, subject to certain standstill termination triggers, including Textainer’s entry into the Merger Agreement.

On September 13, 2023, Textainer and Company D entered into a non-disclosure agreement (the “Company D Non-Disclosure Agreement”), which, among other provisions, contained a customary standstill provision pursuant to which Company D would be prohibited from taking certain actions with respect to Textainer, including making any request to amend or waive the standstill provision, in each case, without the prior consent of Textainer, until March 13, 2025, subject to certain standstill termination triggers, including Textainer’s entry into the Merger Agreement.

Also on September 13, 2023, Messrs. Chan and Gennaro, representatives of BofA Securities and representatives of Company A spoke via videoconference regarding follow-up due diligence.

On September 14, 2023, Messrs. Ghesquiere, Chan, Gennaro and Cohen, representatives of BofA Securities and representatives of Company A spoke by telephone regarding, among other things, container lease economics.

Also on September 14, 2023, Mr. Chan and representatives of BofA Securities convened via videoconference regarding follow-up due diligence and “change of control” topics.

Also on September 14, 2023, representatives of Company D sent a list of due diligence questions to representatives of BofA Securities, which was supplemented from time to time thereafter.

On September 15, 2023, Messrs. Ghesquiere, Chan, Gennaro and Cohen, representatives of BofA Securities and representatives of one of the private equity firm Interested Bidders spoke by telephone regarding due diligence follow-up questions from their previous telephone conversation.

Between September 18 and September 20, 2023, two of the Interested Bidders informed BofA Securities that they would not be submitting a bid to acquire Textainer.

On September 21, 2023, representatives of Company A advised representatives of BofA Securities that Company A would not be submitting a check-in bid because it could not meet the request to raise its valuation of Textainer.

On September 22, 2023, Stonepeak submitted to BofA Securities a revised non-binding written proposal (the “Stonepeak Revised Proposal”) with an indicative price of $49.00 per share in cash. Among other elements, the Stonepeak Revised Proposal was contingent on executing the transaction on an expedited timeline with a proposed 30-day post-signing “go-shop period” (which would allow Textainer to continue its ongoing

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bidding process and providing an opportunity for others to submit a superior offer). The Stonepeak Revised Proposal was not subject to financial condition to closing as Stonepeak contemplated: (i) full equity support from Stonepeak to complete the transaction, (ii) Textainer’s asset backed securities (ABSs) and certain Textainer existing term loan facilities would remain in place and (iii) with respect to Textainer’s other existing debt and term loans, Stonepeak was securing a fully underwritten backstop facility of up to $2.265 billion debt to be funded at closing, as needed, if the required majority of Textainer’s existing lenders under Textainer’s various other existing debt facilities and term loans did not provide waivers in respect of the potential transaction. Along with the Stonepeak Revised Proposal, Stonepeak delivered to BofA Securities (i) a summary of the key terms and conditions for a potential transaction (generally agreeing to the Triton merger agreement as the baseline precedent for the transaction with proposed revisions for the parties and relevant circumstances) and (ii) the initial drafts of the Equity Commitment Letter (as defined in the section “The Merger Proposal—Financing of the Merger”) and the Limited Guarantee (as defined in the section “The Merger Proposal—Financing of the Merger”).

On September 22, 2023, Company B provided BofA Securities a written, non-binding indication of interest (the “Company B Indication”) to potentially acquire 100% of the equity interests in Textainer for a range of $39.00 to $40.50 per share in cash. The Company B Indication provided that all of Textainer’s existing debt would remain outstanding. The offer was not contingent on Company B obtaining financing, but was subject to the completion of customary due diligence. The Company B Indication represented a premium of approximately 3% to 7% to the closing price of the Company Common Shares on September 21, 2023, which was $38.00. The Company B Indication was promptly shared with members of the Textainer Board.

On September 26, 2023, the Textainer Board held a special meeting via videoconference. Also present were members of Textainer’s senior management team and representatives of BofA Securities and OMM. Representatives of BofA Securities summarized the results of bidding process to date. BofA Securities noted, among other details, (i) it had contacted 17 Interested Bidders with two additional unsolicited “strategic” inbound approaches from Company C and Company D, (ii) it had received the Company B Indication, and bids were expected from Company C and Company D and (iii) Company A was not in a position to rebid at a level materially above their initial bid of $42.00 per Company Common Share, but it remained interested in a transaction at a level closer to its initial bid. Representatives of BofA Securities reviewed and the participants discussed the implied premium and multiples represented by the Company A Indication, the Company B Indication and Stonepeak Revised Proposal. With respect to the potential remaining strategic bidders, the Textainer Board discussed, among other things, relevant anti-trust and related timing considerations and contractual differences between a strategic purchaser and an infrastructure fund purchaser. Following discussion, the Textainer Board authorized BofA Securities to (i) continue engagement with Company C and Company D to secure an offer and (ii) request Stonepeak to provide its best and final offer while advising Stonepeak the inclusion of a “go-shop” provision would be necessary.

On September 26, 2023, representatives of BofA Securities telephoned representatives of Stonepeak to request Stonepeak’s “best and final” offer. Later that day, representatives of Stonepeak submitted to representatives of BofA Securities a revised, non-binding offer to acquire 100% of the issued and outstanding Company Common Shares for a price of $50.00 per share (the “Stonepeak Final Proposal”). The other terms of the Stonepeak Final Proposal remained substantially similar to those included in the Stonepeak Revised Proposal. This represented Stonepeak’s “best and final” proposal.

Also on September 26, 2023, representatives of Company’s C financial advisor, informed BofA Securities that Company C would not be submitting a bid to acquire Textainer due to anti-trust concerns. Later that day, Mr. Ghesquiere emailed the Textainer Board to provide the Stonepeak Final Proposal, to advise that Company C would not be submitting a bid to acquire Textainer and to request that the Textainer Board convene to discuss the Stonepeak Final Proposal.

On September 28, 2023, the Textainer Board held a special meeting via videoconference. Also present were members of Textainer’s senior management team and representatives of BofA Securities and OMM. At this

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meeting, representatives of BofA summarized transaction developments since the September 26, 2023 Textainer Board meeting. Representatives of BofA Securities presented on, among other things, engagement levels of the Interested Bidders and certain proposed terms of the draft Merger Agreement from Stonepeak, including a 30-day go-shop provision, a 2% termination fee if an alternative transaction was entered into with a third-party during the go-shop period and other applicable termination fees. The Textainer Board reviewed the merits of Stonepeak Final Proposal (including the $50.00 per share cash price and availability of a post-signing go-shop period) and determined it was prepared to proceed with Stonepeak on an expedited basis to complete due diligence and negotiate the signing of a definitive agreement. Later that afternoon, representatives of BofA Securities communicated this Textainer Board determination to Stonepeak and Deutsche Bank.

On September 29, 2023, Company D submitted to the Textainer Board a written, non-binding “take-private” proposal to acquire all of the outstanding common equity of Textainer for between $44.35 and $48.85 per common share in cash (the “Company D Proposal”). The offer was not contingent on Company D obtaining financing, but was subject to the completion of customary due diligence. Company D also indicated Company D may require an equity partner or co-investor to complete the proposed transaction. The Company D Proposal represented a premium of approximately 18% to 30% to the closing price of the Company Common Shares on September 28, 2023, which was $37.69. The Company D Proposal was promptly shared with members of the Textainer Board.

Also on September 29, 2023, BofA Securities opened the second round VDR, which contained extensive further documentation including: further fleet tape data, additional detail around customers, suppliers, financial and tax information, operational and environmental matters, material contracts, information systems, human resources, insurance and other legal and corporate documents.

Also on September 29, 2023, representatives of Stonepeak spoke with representatives of BofA Securities requesting permission for Stonepeak to speak on a confidential basis with a limited number of Textainer’s existing lenders to, among other things, assess their general views of Stonepeak acquiring Textainer and the likelihood that the requisite majority of lenders might consent to the Merger and certain amendments to Textainer’s existing debt facilities (if the relevant debt were kept in place post-Closing).

On October 2, 2023, representatives of BofA Securities and Company D spoke via videoconference to discuss, among other things, (i) the Company D Proposal, (ii) that Company D required an equity partner or co-investor to complete the proposed transaction, (iii) related due diligence efforts and (iv) the timeline before a final offer could be proposed by Company D. Representatives of BofA Securities provided Messrs. Ghesquiere, Chan and Cohen a written summary of the above and provided a proposed response to Company D. Following discussion, it was agreed that BofA Securities would, in a follow-up call, communicate to Company D, among other things, (i) the high end of Company D’s offer range was competitive but not the highest bid Textainer had received, (ii) Textainer believed Company D would find more value and increase its offer upon access to additional information about Textainer, (iii) Company D would be invited to the next phase of the due diligence process via the VDR to complete its due diligence and submit a binding offer and (iv) Textainer will require Company D to identify its potential strategic bidding partner (the “Company D Bidding Partner”).

Also on October 2, 2023, Mr. Ghesquiere emailed the Textainer Board to note that Textainer remained actively engaged with Stonepeak regarding its due diligence efforts and that the draft Merger Agreement would be distributed to Stonepeak. Mr. Ghesquiere also forwarded the October 2, 2023 BofA Securities email with respect to Company D and asked that the Textainer Board indicate if BofA Securities could proceed with the proposed response to Company D.

On October 2, 2023, representatives of BofA Securities emailed a draft of the Merger Agreement to Stonepeak, which provided for: (i) an all-cash deal such that each outstanding Company Common Share would receive a specified amount in cash, (ii) each Company Preference Share automatically converting into a preference share of the Surviving Company that would ultimately be redeemed by the Surviving Company,

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whereupon each holder thereof would receive an amount in cash equal to the amount they would have been entitled to under the Company’s applicable certificate of designations, (iii) a 40-day go-shop period, during which time Textainer would be permitted to solicit other acquisition proposals, (iv) a reverse termination fee equal to 7% of the equity value of Textainer in the proposed transaction payable by the acquiring entity in certain circumstances (the “Parent Termination Fee”) and (v) a termination fee of 3% of the equity value of Textainer in the proposed transaction payable by Textainer in certain circumstances (which fee would be reduced to 2% of the equity value of Textainer in the proposed transaction if such proposed transaction was terminated (a) during the go-shop period in order for Textainer to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal or (b) at any time after the go-shop period, if an alternative transaction, with a party from whom Textainer received a written acquisition proposal during the go-shop period that the Textainer Board determines (after consultation with its financial advisor(s) and outside legal counsel) in good faith during such period that, based on the information then available, such acquisition proposal either constitutes, or is reasonably likely to lead to, a Superior Proposal (such party an “Excluded Party” and such concept described in subsection (b), the “Excluded Party Concept”), were entered into).

On October 3, 2023, a representative of BofA Securities emailed Messrs. Ghesquiere, Chan and Cohen to, among other things, provide an update regarding its follow-up call with representatives of Company D, during which Company D provided the identity of its potential “strategic” Company D Bidding Partner, and noted that Company D would receive VDR access. Approval of the Company D Bidding Partner was recommended by BofA Securities, although it was noted that Company D had not yet discussed a potential transaction with the Company D Bidding Partner.

On October 4, 2023, representatives of BofA provided representatives of Company D a draft clean team agreement (the “Clean Team Agreement”), which provided for Company D to designate a “clean team” to receive and conduct due diligence on certain competitively sensitive information in connection with a proposed transaction. Between October 4, 2023 and October 9, 2023, the parties exchanged drafts of the Clean Team Agreement which was executed on October 13, 2023.

Also on October 4, 2023, Company D was given access to the VDR, except given commercial and competitive dynamics as a “strategic” bidder, restrictions were implemented so that certain documents would only be made available to Company D’s designated “clean team”.

From October 4, 2023 to October 6, 2023, representatives of Textainer and BofA Securities held a series of due diligence calls/videoconferences with representatives of Stonepeak and Stonepeak’s advisors.

On October 6, 2024, representatives of OMM delivered to representatives of Simpson Thacher & Bartlett (“STB”), legal counsel to Stonepeak, markups of the Equity Commitment Letter and the Limited Guarantee.

Also on October 6, 2023, representatives of an advisor for Company D emailed representatives of BofA Securities a list of due diligence questions pertaining to the second round VDR.

On October 7, 2023, representatives of BofA Securities emailed a separate draft of the Merger Agreement to Company D (the “Strategic Merger Agreement”), which provided for: (i) an all-cash deal such that each outstanding Company Common Share would receive a specified amount in cash in the Merger, (ii) each Company Preference Share automatically converting into a preference share of the Surviving Company that would ultimately be redeemed by the Surviving Company, whereupon each holder thereof would receive an amount in cash equal to the amount they would have been entitled to under Textainer’s applicable certificate of designations, (iii) a reverse termination fee equal to 7% of the equity value of Textainer in the proposed transactions payable by the acquiring entity in certain circumstances (the “Parent Termination Fee”) and (iv) a termination fee of 3% of the equity value of Textainer in the proposed transaction payable by Textainer in certain circumstances. The draft Strategic Merger Agreement draft did not contain a go-shop provision and did not include any buy-side equity or debt financing-related provisions.

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Also on October 7, 2023, Mr. Cohen emailed the Textainer Board to provide an update on the status of the transaction. Mr. Cohen’s email, among other things, highlighted (i) the status of Stonepeak’s due diligence, (ii) that Stonepeak was reviewing the draft Merger Agreement and (iii) that Textainer had provided a draft Strategic Merger Agreement to Company D and was granting Company D limited VDR access.

On October 8, 2023, representatives of STB shared with representatives of OMM a revised draft of the Merger Agreement, which, among other things, (i) increased the time needed between satisfaction of closing conditions and the closing of a potential transaction from two Business Days to twelve Business Days (driven by various South African and JSE- timing, notice and other related requirements/considerations), (ii) revised the mechanics regarding the treatment of Company Preference Shares to provide that, at the Effective Time, each Company Preference Share will convert into a preference share of the Surviving Company and be entitled to the same preferences and privileges, and shall remain in full force and effect as an obligation of the Surviving Company before being redeemed by the Surviving Company in accordance with their respective certificates of designations, (iii) expanded various Textainer representations and warranties, (iv) expanded the interim operating covenants limiting Textainer’s actions during the period between signing and closing a potential transaction, (v) inserted a closing condition requiring no “customer insolvency” events of default under Textainer’s existing debt facilities had occurred (the “Existing Debt Facilities Matters Condition”), (vi) inserted a liquidity covenant (seeking initially a targeted amount of cash and borrowing capacity under Textainer’s existing debt facilities available for use at the Textainer parent company level to fund Merger Consideration, transaction expenses at Closing and the post-Closing redemption of the Company Preference Shares), (vii) reduced the go-shop period from 40 days to 30 days after signing the Merger Agreement and (viii) removed the Excluded Party Concept. The revised draft also noted that Stonepeak expected (i) in connection with its efforts to keep in place Textainer’s existing debt post-Closing, to seek from the applicable lenders an amendment to eliminate the Existing Debt Facilities Matters Condition post-Closing, and (ii) with permission of the Textainer Board, to engage in discussions with the Textainer management team regarding potential equity “rollover” arrangements. Representatives of STB also delivered to representatives of OMM markups of the Equity Commitment Letter and the Limited Guarantee.

On October 10, 2023, representatives of BofA Securities emailed Messrs. Ghesquiere, Chan, Cohen and Gennaro to provide, among other things, an updated transaction timeline for Company D, indicating that a potential signing of a transaction with Company D would likely occur in mid-November.

On October 11, 2023, representatives of BofA Securities and Mr. Wyper spoke via telephone. On that call, among other things, the parties spoke about due diligence, and Mr. Wyper was informed that Stonepeak would not be given permission to speak with Textainer’s existing lenders until Stonepeak had confirmed completion of all of its due diligence. Representatives of BofA Securities subsequently summarized the telephone call for Messrs. Ghesquiere, Chan, Cohen and representatives of OMM via email.

Also on October 11, 2023, representatives of OMM shared with representatives of STB a revised draft of the Merger Agreement, which, among other things, (i) accepted the change from two Business Days to twelve Business Days as the time needed between satisfaction of closing conditions and the closing of a potential transaction, but provided that after the date that is two Business Days after the satisfaction of closing conditions, neither Parent nor Merger Sub would have the right to terminate the Merger Agreement (the “Termination Right Forfeiture Concept”), (ii) revised to limit various Textainer representations and warranties, (iii) revised to narrow the interim operating covenants limiting Textainer’s actions during the period between signing and a potential closing, (iv) reverted the go-shop period back to 40 days after signing the Merger Agreement, (vi) removed the Existing Debt Facilities Matter Condition, (vi) provided that certain members of Textainer management may be amenable to a rollover structure, but the Textainer Board would prefer to defer such discussions until after signing, (vii) accepted Stonepeak’s removal of the Excluded Party Concept, provided that Stonepeak agreed to the 40 day go-shop period and (viii) accepted the target liquidity covenant concept (while noting Textainer was working to confirm an acceptable amount for the covenant). Representatives of OMM also delivered to representatives of STB markups of the Equity Commitment Letter and the Limited Guarantee.

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On October 12, 2023, the Textainer Board held a special meeting via videoconference. Also present were members of Textainer’s senior management team and representatives of BofA Securities, OMM and Conyers. During this meeting, among other topics of discussion, representatives of OMM reviewed in detail the material points of negotiation in connection with the proposed transaction with Stonepeak, including: (i) the requisite time needed between satisfaction of closing conditions and the closing of a potential transaction to facilitate JSE regulatory requirements, (ii) Stonepeak’s required efforts to obtain regulatory clearances, (iii) Stonepeak’s insistence on the Existing Debt Facilities Matters Condition, (iv) Stonepeak’s request for (a) Textainer’s assistance with obtaining backstop merger financing and/or required lender consents under Textainer’s existing debt facilities and interest rate swaps and (b) availability of Textainer funds and borrowing capacity to fund merger consideration and expenses, (v) go-shop related provisions and (vi) Stonepeak’s request that it be able to discuss with certain Textainer management members a potential “rollover” of their Textainer equity. In particular, the Textainer Board emphasized that (i) consistent with the standard in the Triton acquisition, Stonepeak be required to take the necessary actions to obtain the required regulatory approvals (provided that such efforts did not result in a Parent Adverse Condition), (ii) objected to the Existing Debt Facilities Matters Condition and (iii) expressed a preference that any equity rollover discussions occur after announcement of any transaction. Also at this meeting, (i) representatives of BofA Securities provided, among other things, based on a presentation put together by representatives of BofA and OMM, a status and timing update on signing the Merger Agreement with Stonepeak, (ii) the participants discussed continued engagement with Company D and (iii) representatives of Conyers reviewed in detail the Textainer Board’s related fiduciary duties under Bermuda law, each with related questions and discussion.

Also on October 12, 2023, representatives of BofA Securities and Mr. Wyper spoke by telephone to discuss, among other things, the status of Stonepeak’s due diligence efforts, the roles of Textainer’s management team after a potential closing, the timing for signing the Merger Agreement, and potentially allowing Wells Fargo to participate in the process as a lender in Stonepeak’s standby backstop secured credit facility committed entirely by Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. Representatives of BofA Securities summarized the telephone call in an email sent to Messrs. Ghesquiere, Chan, Cohen, and representatives of OMM.

On October 13, 2023, representatives of OMM and representatives of STB met via videoconference to discuss various terms of the Merger Agreement, including, among other things, the timing of a potential closing and the go-shop period. Shortly thereafter, representatives of OMM, BofA Securities and Textainer’s senior management team convened via videoconference to further discuss the conversation between OMM and STB earlier in the day and created a list of key open items.

Also on October 13, 2023, representatives of STB shared with representatives of OMM a revised draft of the Merger Agreement, which, among other things, (i) removed the Termination Right Forfeiture Concept and sought to increase the timing from twelve Business Days to fourteen Business Days as the time needed between satisfaction of closing conditions and the closing of a potential transaction, (ii) expanded various Textainer representations and warranties, (iii) expanded the interim operating covenants limiting Textainer’s actions in the period between signing and a potential closing, (iv) reduced the go-shop period back to 30 days after signing the Merger Agreement and (v) reinstated the Existing Debt Facilities Matter Condition. Representatives of STB also delivered to representatives of OMM markups of the Equity Commitment Letter and the Limited Guarantee.

On October 14, 2023, representatives of STB shared with representatives of OMM an updated revised draft of the Merger Agreement, which introduced the concept of a potential rollover agreement that would permit certain Textainer management members to “rollover” a portion of their Company Common Shares in exchange for equity in the buyer entity in lieu of accepting cash Merger Consideration.

Also on October 14, 2023, representatives of OMM delivered to representatives of STB markups of the Equity Commitment Letter and the Limited Guarantee, along with an initial draft of the Textainer disclosure letter.

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Also on October 14, 2023, representatives of BofA Securities, OMM, Stonepeak, STB and Textainer’s senior management convened via video conference to discuss, among other things, (i) the use of Textainer’s existing cash balances and available borrowing capacity under its existing debt facilities to fund at closing at Merger Consideration and Transaction expenses and post-Closing redemption of the Company Preference Shares, (ii) cash needs at the Textainer parent company level (including general and administrative expenses and common stock and Company Preference Share dividends permitted under the Merger Agreement) and (iii) possible amounts that could be made available at or prior Closing to Textainer in compliance with the restricted payment provisions contained in Textainer’s existing debt facilities.

On October 15, 2023, representatives of Textainer, OMM and BofA Securities convened via videoconference to discuss the status of the Merger Agreement and key open issues in the Merger Agreement.

Also on October 15, 2023, representatives of STB shared with representatives of OMM an updated revised draft of the Merger Agreement to reflect revisions to the liquidity covenant. Later that afternoon, representatives of OMM shared with representatives of STB (i) a list of key issues that remained open, (ii) markups to the Textainer disclosure letter and (iii) a revised draft of the Merger Agreement, which, among other things, (a) accepted Stonepeak’s removal of the Termination Right Forfeiture Concept and Stonepeak’s increase from twelve Business Days to fourteen Business Days as the time needed between satisfaction of closing conditions and the closing of a potential transaction, (b) narrowed Textainer representations and warranties, (c) narrowed the interim operating covenants limiting Textainer’s actions in the period between signing and a potential closing, (d) accepted the reduced 30 day go-shop period and (e) deleted the Existing Debt Facilities Matter Condition.

On October 16, 2023, Messrs. Chan and Gennaro spoke by telephone with representatives of Stonepeak to discuss, among other things, the liquidity covenant in the draft Merger Agreement.

Also on October 16, 2023, representatives of STB delivered to representatives of OMM a markup of the Textainer disclosure letter.

Also on October 16, 2023, Wells Fargo Securities, LLC executed a joinder agreement, wherein Wells Fargo Securities, LLC agreed to become a party to, to be bound by, and to comply with the covenant, terms and conditions, with certain exceptions, of the Stonepeak Non-Disclosure Agreement.

On October 17, 2023, representatives of OMM shared with the Textainer Board via email an up-to-date draft of the Merger Agreement and provided a list of key issues that remained open between Textainer and Stonepeak.

On October 18, 2023, representatives of OMM shared with representatives of STB an updated revised draft of the Merger Agreement, which, among other things, narrowed the interim operating covenants limiting Textainer’s actions in the period between signing and a potential closing. Representatives of OMM also shared with representatives of STB a revised markup of the Textainer disclosure letter.

Also on October 18, 2023, Messrs. Ghesquiere and Wyper spoke via telephone call to discuss, among other things, Mr. Ghesquiere’s plan to continue serving Textainer in his current roles and rolling over a portion of his Company Common Shares in exchange for equity in the buyer entity in lieu of accepting cash consideration in the merger.

On October 19, 2023, representatives of OMM, BofA Securities and Textainer spoke via videoconference to discuss the open points of the draft Merger Agreement.

Also on October 19, 2023, representatives of STB shared with representatives of OMM an initial draft of the Debt Commitment Letter (as defined in the section “The Merger Proposal—Financing of the Merger”) related to the standby credit facility. Representatives of STB and OMM exchanged markups to the Textainer disclosure letter.

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Between October 19, 2023 and October 21, 2023, representatives of STB and OMM continued to exchange drafts of the Merger Agreement, including finalizing the scope of (i) Textainer’s representations and warranties and (ii) the interim operating covenants.

On October 20, 2023, Messrs. Chan and Cohen spoke via telephone call with representatives of OMM, Stonepeak and STB to discuss, among other things, the materiality thresholds in the Merger Agreement.

Also on October 20, 2023, representatives of STB and OMM finalized the Textainer disclosure letter, the Equity Commitment Letter and the Limited Guarantee and confirmed neither party had any further comments to the Textainer disclosure letter, the Equity Commitment Letter or the Limited Guarantee.

Also on October 20, 2023, representatives of OMM shared with representatives of STB a markup of the Debt Commitment Letter.

On October 20, 2023 and October 21, 2023, representatives of STB and OMM finalized the Merger Agreement and the exhibits thereto and the Debt Commitment Letter. Representatives of STB and OMM confirmed neither party had any further comments to the Merger Agreement and the exhibits thereto or the Debt Commitment Letter.

On October 22, 2023, the Textainer Board held a meeting by videoconference. Also present were members of senior management of Textainer and representatives of BofA, OMM and Conyers. Representatives of OMM provided an overview of matters to be considered at the meeting and a summary of the transaction process to date, including the proposed acquisition of Textainer by Stonepeak. Representatives of OMM and Conyers referenced prior presentations and Textainer Board discussions regarding the Textainer Board’s fiduciary duties under Bermuda law in approving the proposed transaction. A discussion ensued and questions were asked. Representatives of BofA Securities then reviewed with the Textainer Board its financial analysis of the Merger Consideration and delivered to the Textainer Board an oral opinion, which was confirmed by delivery of a written opinion dated October 22, 2023, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Merger Consideration to be received by holders of the Company Common Shares, was fair, from a financial point of view, to such holders. For a detailed discussion of the opinion provided by BofA Securities, please see “The Merger Proposal—Opinion of Textainer’s Financial Advisor.” In addition, the Textainer Board determined that the conversion of each Company Preference Share into a preference share of the Surviving Company constituted fair value for each such Company Preference Share in accordance with the Companies Act. Representatives of OMM then provided a detailed review of the final proposed terms of the Merger Agreement. After carefully considering the proposed terms of the Merger Agreement and taking into consideration matters to be approved by the Textainer Board and related considerations (for additional detail, see “The Merger Agreement—Textainer’s Reasons for the Merger; Recommendation of the Textainer Board”), the Textainer Board unanimously determined that the Merger Agreement, the Statutory Merger Agreement and the Transactions are fair to, and in the best interests of, Textainer and the shareholders of Textainer, approved and declared advisable the Merger Agreement, the Statutory Merger Agreement and the Transactions, and resolved to recommend that the Textainer shareholders vote to approve and adopt the Merger Agreement, the Statutory Merger Agreement and the Merger.

Also on October 22, 2023, Textainer, Parent and Merger Sub entered into the Merger Agreement. Later that evening, prior to the opening of trading on the JSE and NYSE on October 23, 2023, Textainer and Stonepeak issued a joint press release announcing the execution of the Merger Agreement.

On October 23, 2023, representatives of BofA Securities spoke by telephone with representatives of Company D to discuss, among other things, the announcement of the Merger Agreement and the commencement of the Go-Shop Period under the Merger Agreement.

Also on October 23, 2023, representatives of BofA Securities spoke by telephone to a representative of a potential “strategic” bidder to discuss, among other things, the announcement of the Merger Agreement and

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whether such “strategic” bidder would be interested in pursuing an acquisition of Textainer pursuant to the go-shop provision of the Merger Agreement. The representatives of the “strategic” bidder responded they wanted to consider whether or not to pursue an acquisition of Textainer.

On October 31, 2023, representatives of the “strategic” bidder informed representatives of BofA Securities by telephone that such “strategic” bidder would not be interested in pursuing a Textainer acquisition.

On October 31, 2023, representatives of Company D informed representatives of BofA Securities that Company D would no longer be pursuing an acquisition transaction with Textainer.

On November 22, 2023 at 12:01 a.m. Eastern Time the Go-Shop Period expired.

Textainer’s Reasons for the Merger; Recommendation of the Textainer Board

After careful consideration, the Textainer Board, on October 22, 2023, unanimously (a) approved and declared advisable the Merger Agreement, the form of Statutory Merger Agreement and the Transactions, (b) determined that the Transactions are fair to and in the best interests of Textainer and Shareholders, (c) determined that the Per Share Merger Consideration constitutes fair value for each Company Common Share in accordance with the Companies Act, (d) determined that the conversion of each Company Preference Share into a preference share of the Surviving Company pursuant to the Merger Agreement constitutes fair value for each such Company Preference Share in accordance with the Companies Act, (e) directed that the Merger Agreement, the Statutory Merger Agreement and the Merger be submitted to Shareholders for their adoption and approval and (f) resolved, subject to the terms and conditions set forth in the Merger Agreement and the Statutory Merger Agreement, to recommend that Shareholders adopt the Transactions.

THE TEXTAINER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE, AS APPLICABLE, “FOR” APPROVAL OF THE MERGER PROPOSAL AND “FOR” APPROVAL OF THE ADJOURNMENT PROPOSAL.

Reasons for the Merger

In evaluating the Transactions, the Textainer Board consulted with management, and representatives of Textainer’s financial advisor and legal advisors. In unanimously recommending that Shareholders vote in favor of the Merger Proposal, the Textainer Board considered a number of factors, including the following (which factors are not listed in order of relative importance):

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The foregoing discussion of factors considered by the Textainer Board is not intended to be exhaustive, but summarizes the material factors considered by the Textainer Board. In light of the variety of factors considered in connection with their evaluation of the Transactions, the Textainer Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Textainer Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Textainer Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The Textainer Board based their recommendations on the totality of the information presented. It should be noted that this explanation of the reasoning of the Textainer Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Note Regarding Forward-Looking Statements” beginning on page 13.

Opinion of Textainer’s Financial Advisor

Textainer has retained BofA Securities to act as Textainer’s financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Textainer selected BofA Securities to act as Textainer’s financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with Textainer and its business.

On October 22, 2023, at a meeting of the Textainer Board held to evaluate the Merger, BofA Securities delivered to the Textainer Board an oral opinion, which was confirmed by delivery of a written opinion dated October 22, 2023, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Per Share Merger Consideration to be received by holders of the Company Common Shares, was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Textainer Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this document and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Textainer Board for the benefit and use

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of the Textainer Board (in its capacity as such) in connection with and for purposes of its evaluation of the Per Share Merger Consideration from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Textainer or in which Textainer might engage or as to the underlying business decision of Textainer to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not constitute a recommendation to any Shareholder as to how to vote or act in connection with the proposed Merger or any related matter.

In connection with rendering its opinion, BofA Securities:

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with BofA Securities and relied upon the assurances of the management of Textainer that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Textainer Forecasts, BofA Securities was advised by Textainer, and assumed, that they were reasonably prepared on bases reflecting the best then available estimates and good faith judgments of the management of Textainer as to the future financial performance of Textainer. BofA Securities relied, at the direction of Textainer, upon the assessment of the management of Textainer as to the potential impact of market, governmental and regulatory trends and developments relating to or affecting Textainer and its business. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Textainer, nor did it make any physical inspection of the properties or assets of Textainer. BofA Securities did not evaluate the solvency or fair value of Textainer or Stonepeak under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Textainer, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect

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on Textainer, Stonepeak or the contemplated benefits of the Merger. BofA Securities also assumed, at the direction of Textainer, that the final executed Merger Agreement would not differ in any material respect from the Draft Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Per Share Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, the form or structure, or financial or other terms, aspects or implications of any related transactions, or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by holders of the Company Common Shares and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Per Share Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Textainer or in which Textainer might engage or as to the underlying business decision of Textainer to proceed with or effect the Merger BofA Securities did not express any view or opinion with respect to, and relied, at the direction of Textainer, upon the assessment of representatives of Textainer regarding legal, regulatory, accounting, tax and similar matters relating to Textainer or the Merger, as to which matters BofA Securities understood that Textainer obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any Shareholder should vote or act in connection with the Merger or any other matter. Except as described above, Textainer imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The following represents a brief summary of the material financial analyses presented by BofA Securities to the Textainer Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Textainer Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for Textainer and Triton International Limited (“Triton”). Although Triton is not directly comparable to Textainer, Triton was chosen because it was the only other publicly traded company in the container leasing industry before it was acquired on September 28, 2023 and has certain operations, financials characteristics and/or growth characteristics that, for purposes of analysis, may be considered similar to certain operations, financial characteristics and/or growth characteristics of Textainer.

BofA Securities reviewed, among other things, per share equity values, based on Triton’s closing share price on April 11, 2023 (the last date prior to the announcement of Triton’s agreement to be acquired), as multiples of calendar year 2023 estimated earnings per share (“EPS”), calendar year 2024 estimated EPS and tangible book

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value (“TBV”) per share as of June 30, 2023 (“Q2 2023”). In addition, BofA Securities considered Triton’s last publicly reported adjusted TBV per share as of December 31, 2022, which was adjusted to reflect net deferred tax liabilities and net swap assets.

BofA Securities also reviewed the historic trading prices for each of Textainer, Triton and CAI International, Inc. (“CAI”) as a multiple of each such company’s next-twelve-month (“NTM”) EPS and TBV per share during the period beginning in October 2018 and ending on (i) with respect to Textainer, October 20, 2023, (ii) with respect to Triton, September 28, 2023 (the date Triton was acquired and ceased to be publicly traded) and (iii) with respect to CAI, November 21, 2021 (the date CAI was acquired and ceased to be publicly traded). BofA Securities observed, among other things, the following 5-year average multiples:

BofA Securities further observed, among other things, Textainer has traded at a historical discount to Triton when measured on a price to TBV per share multiple over the period reviewed by BofA Securities. Based on its professional judgment and experience, BofA Securities then applied multiples of calendar year 2023 estimated EPS, calendar year 2024 estimated EPS and Q2 2023 TBV per share of 6.5x to 8.5x, 6.5x to 8.5x and 0.8x to 1.3x, respectively, to Textainer’s calendar year 2023 estimated EPS of $4.60, calendar year 2024 estimated EPS of $4.72 and Q2 2023 TBV per share of $40.97. Estimated financial data of Triton were based on publicly available research analysts’ estimates, and estimated financial data of Textainer were based on the Textainer Forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for Textainer (rounded to the nearest $0.25), as compared to the Per Share Merger Consideration:

No company used in BofA Securities’ analysis is identical or directly comparable to Textainer. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of Triton to which Textainer was compared.

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Selected Precedent Transactions Analysis. BofA Securities reviewed, to the extent publicly available, financial information relating to the following four selected transactions involving companies in the container leasing industry:

BofA Securities reviewed transaction values, calculated as the equity value implied for the target company based on the consideration payable in the selected transaction, as multiples of target company’s LTM EPS and TBV per share. Based on its professional judgment and experience, BofA Securities then applied LTM EPS, calendar year 2023 estimated EPS and TBV per share multiples of 7.0x to 10.0x, 7.0x to 10.0x and 1.0x to 1.5x, respectively, derived from the selected transactions to Textainer’s LTM EPS as of Q2 2023 of $5.44, calendar year 2023 estimated EPS of $4.60 and Q2 2023 TBV per share of $40.97. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of Textainer were based on the Textainer Forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for Textainer (rounded to the nearest $0.25), as compared to the Per Share Merger Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to Textainer or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Textainer and the Merger were compared.

Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of Textainer to calculate the estimated present value of the standalone levered, after-tax free cash flows that Textainer was forecasted to generate during the third and fourth quarters of Textainer’s calendar year 2023 and calendar years 2024 through 2032 based on the Textainer Forecasts BofA Securities calculated terminal values for Textainer by applying terminal multiples of 7.0x to 8.5x to Textainer’s estimated, normalized terminal year earnings. The cash flows and terminal values were then discounted to present value as of June 30, 2023, assuming a mid-year convention, using discount rates ranging from 10.00% to 12.00%, which were based on an estimate of Textainer’s cost of equity. This analysis indicated the following approximate implied per share equity value reference ranges for Textainer (rounded to the nearest $0.25), as compared to the Per Share Merger Consideration:

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Other Factors

In rendering its opinion, BofA Securities also reviewed and considered other factors, including:

Miscellaneous

As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the Textainer Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Textainer. The estimates of the future performance of Textainer in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Per Share Merger Consideration and were provided to the Textainer Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Textainer.

The type and amount of consideration payable in the Merger was determined through negotiations between Textainer and Stonepeak, rather than by any financial advisor, and was approved by the Textainer Board. The decision to enter into the Merger agreement was solely that of the Textainer Board.

As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Textainer Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Textainer Board or management with respect to the Merger or the Per Share Merger Consideration.

Textainer has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee currently estimated to be approximately $21 million, $3 million of which was payable in connection with its opinion and the remainder of which is contingent upon the completion of the Merger. Textainer also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

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BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Textainer and certain of its affiliates, and Stonepeak and certain affiliates and portfolio companies of Stonepeak.

BofA Securities and its affiliates, in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Textainer and certain of its affiliates, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a manager and/or underwriter for a debt offering of an affiliate of Textainer and (ii) having acted or acting as an administrative agent, arranger and bookrunner for, and/or as a lender under, certain term loans, credit and leasing facilities and other credit arrangements of Textainer and/or certain of its affiliates. From October 1, 2021 through September 30, 2023, BofA Securities and its affiliates derived aggregate revenues from Textainer and certain of its affiliates of approximately $17 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Stonepeak and certain of its affiliates and portfolio companies and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a financial advisor to Stonepeak in connection with an acquisition transaction, (ii) having acted or acting as a bookrunner, initial purchaser and/or underwriter for a debt offering of an affiliate of Stonepeak, (iii) having acted or acting as an arranger and bookrunner for, and/or as a lender under, certain term loans, credit facilities and other credit arrangements of Stonepeak and/or certain of its affiliates and portfolio companies (including acquisition financing), (iv) having provided or providing certain derivatives and other trading services to Stonepeak and/or certain of its affiliates and portfolio companies and (v) having provided or providing certain treasury management products and services to Stonepeak and/or certain of its affiliates and portfolio companies. From October 1, 2021 through September 30, 2023, BofA Securities and certain of its affiliates derived aggregate revenues from Stonepeak and its affiliates and portfolio companies of approximately $4 million for investment and corporate banking services.

Textainer Unaudited Prospective Financial Information

Textainer’s management does not as a matter of course make public detailed forecasts or projections for extended periods, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. Textainer is reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. As a result, Textainer does not endorse projections or other unaudited prospective financial information as a reliable indication of future results. However, in connection with the Textainer Board’s evaluation of a potential transaction, Textainer’s management independently prepared the Textainer Forecasts. The Textainer Forecasts were made available to the Textainer Board in connection with its consideration and evaluation of the Transactions, and were provided by Textainer’s management to BofA Securities and approved by Textainer for BofA Securities’ use and reliance in connection with its financial analyses and opinion as described above in the section captioned “The Merger Proposal—Opinion of Textainer’s Financial Advisor.”

Textainer is including a summary of the Textainer Forecasts in this proxy statement in order to provide Shareholders with access to the projections that were made available to the Textainer Board as described above.

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The following table presents a summary of the Textainer Forecasts:

Additional Information About the Textainer Forecasts

The inclusion of the Textainer Forecasts in this proxy statement should not be regarded as an indication that Textainer or any of its affiliates, advisors or representatives have considered the Textainer Forecasts to be predictive of actual future events, and the Textainer Forecasts should not be relied upon as such. This summary of these internal financial Textainer Forecasts is not being included in this proxy statement to influence your decision whether to vote in favor of any proposal. Textainer advises the recipients of the Textainer Forecasts that its internal financial forecasts upon which the Textainer Forecasts were based are subjective in many respects.

Although presented with numerical specificity, the Textainer Forecasts were based on numerous variables, assumptions and estimates as to future events made by Textainer’s management that Textainer’s management believed were reasonable at the time the Textainer Forecasts were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of Textainer. Important factors that may affect actual results and cause these internal financial Textainer Forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the business of Textainer (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, general business and economic conditions and other risk factors referenced in the sections of this proxy statement entitled

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“Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Various assumptions underlying the Textainer Forecasts may not prove to have been, or may no longer be, accurate. The Textainer Forecasts may not be realized, and actual results may be significantly higher or lower than projected in the Textainer Forecasts. The Textainer Forecasts summarized above do not account for the effects of the Merger. The Textainer Forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. The Textainer Forecasts do not take into account any circumstances or events occurring after the date they were prepared. The Textainer Forecasts cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Textainer Forecasts in this proxy statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the Merger and the other Transactions are completed) from the Textainer Forecasts. For all of these reasons, the internal financial Textainer Forecasts, and the assumptions upon which they are based, (i) are not guarantees of future results; (ii) are inherently speculative and (iii) are subject to a number of risks and uncertainties. Actual results may differ materially from those contained in these internal financial Textainer Forecasts. Accordingly, there can be no assurance that the Textainer Forecasts will be realized.

The Textainer Forecasts were prepared primarily for internal use and to assist the Textainer Board with their consideration and evaluation of the Transactions, and were provided by Textainer’s management to BofA Securities and approved by Textainer for BofA Securities’ use and reliance in connection with its financial analyses and opinion as described above in the section “The Merger Proposal—Opinion of Textainer’s Financial Advisor.” In addition, the Textainer Forecasts were provided to both Stonepeak and certain potential acquirers in connection with their due diligence of Textainer. Although they were prepared on an accounting basis consistent with Textainer’s financial statements, they were not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Textainer Forecasts included in this document have been prepared by, and are the responsibility of, Textainer. Neither Textainer’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Textainer Forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

Some figures contained in the Textainer Forecasts may be “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. Furthermore, to the extent non-GAAP financial measures are used in the Textainer Forecasts, reconciliations of non-GAAP financial measures would not have been provided to or relied upon by BofA Securities in connection with its financial analyses and opinion. To the extent any figures contained in the Textainer Forecasts are non-GAAP financial measures, Textainer has not provided a reconciliation of such financial measures to the relevant GAAP financial measures. Non-GAAP financial measures, if any, should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures, to the extent used by Textainer, may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they may exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, any non-GAAP financial measures, to the extent used by Textainer, should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

For these reasons, as well as the basis and assumptions on which the Textainer Forecasts were compiled, the inclusion of specific portions of the Textainer Forecasts in this proxy statement should not be regarded as an indication that such Textainer Forecasts will be an accurate prediction of future events, and they should not be relied on as such. None of Textainer or any of its affiliates, advisors, officers, directors, partners or representatives (including BofA Securities) can give you any assurance that actual results will not differ from these Textainer Forecasts. Except as required by applicable law, none of Textainer or any of its affiliates,

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advisors, officers, directors, partners or representatives (including BofA Securities) undertake any obligation to update or otherwise revise or reconcile the Textainer Forecasts or the specific portions presented to reflect circumstances existing after the date the Textainer Forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement are cautioned not to place undue, if any, reliance on the portions of the Textainer Forecasts set forth above. None of Textainer or any of its affiliates, advisors, officers, directors, partners or representatives (including BofA Securities) intend to make publicly available any update or other revision to these Textainer Forecasts. In addition, none of Textainer or any of its affiliates, advisors, officers, directors, partners or representatives (including BofA Securities) have made, make, or are authorized in the future to make, any representation to any shareholder or other person regarding Textainer’s ultimate performance compared to the information contained in the Textainer Forecasts or that projected results will be achieved, and any statements to the contrary should be disregarded.

Interests of Textainer’s Directors and Executive Officers in the Merger

In considering the recommendation of the Textainer Board that you vote to approve and adopt the Merger Agreement, you should be aware that aside from their interests as Shareholders, Textainer’s directors and executive officers may have interests in the Merger that are different from, or in addition to, those of Shareholders generally. The Textainer Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending to Shareholders that the Merger Agreement be adopted. For additional information, see the sections entitled “The Merger Proposal—Background of the Merger” beginning on page 29 and “The Merger Proposal—Textainer’s Reasons for the Merger; Recommendation of the Textainer Board” beginning on page 47. These interests are described in more detail below.

Section 280G Mitigation Actions

Several employees, including our Chief Executive Officer and Chief Financial Officer, who are eligible to receive payments in connection with the Merger may be subject to an excise tax under Section 280G of the Code, and such payments would not be deductible by the Company for federal income tax purposes. The Company evaluated these potential adverse impacts under Sections 280G and 4999 of the Code on the employees and the Company, and determined to take certain reasonable actions in December 2023 (after signing of the Merger Agreement) in an effort to mitigate these potential impacts of the closing of the Merger in calendar year 2024, as detailed below:

In addition to the above, to further mitigate the impact of Sections 280G and 4999 of the Code, each executive officer with outstanding vested nonqualified Company Options exercised all of their outstanding vested nonqualified Company Options in December 2023 using his or her own cash to pay the related exercise price and applicable withholding tax obligations.

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Treatment of Textainer Equity Awards in the Merger

As described further in the section entitled “The Merger Agreement—Treatment of Textainer Equity Awards” beginning on page 77, Textainer equity awards will be subject to the following treatment:

The equity awards held by Textainer’s non-employee directors that are then unvested will be fully vested upon (or immediately prior to) the Effective Time. As noted above, in December 2023 (i) the time-based Company RSUs held by our Chief Executive Officer and Chief Financial Officer that were scheduled to vest in 2024 and 2025 were accelerated and settled on a net-share basis, (ii) the performance-based Company RSUs held by our Chief Executive Officer and Chief Financial Officer that were scheduled to vest in 2024 were accelerated and settled (as to the maximum number (200% of target) of Company Shares subject to the award) on a net-share basis and (iii) each of the Chief Executive Officer and Chief Financial Officer exercised all of their outstanding vested nonqualified Company Options in December 2023 (and the stock underlying such Company Options will be paid out in connection with the Merger), in each case, following the signing of the Merger Agreement as part of mitigation efforts to reduce any potential adverse impacts of Sections 280G and 4999 of the Code as a result of the Merger. The accelerated Company RSUs covered 128,830 Company Shares in the aggregate for the Chief Executive Officer and 36,269 Company Shares in the aggregate for the Chief Financial Officer. The net number of Company Shares received in respect of such accelerated Company RSUs (64,959 Company Shares for the Chief Executive Officer and 18,290 Company Shares for the Chief Financial Officer) will be paid out in connection with the Merger.

The following table sets forth (a) the number of Company RSUs and Company Options issued under the Textainer Share Plan to our Chief Executive Officer and Chief Financial Officer in the aggregate and (b) the

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number of Company RSUs issued under the Textainer Share Plan to our non-employee directors as a group, in each case, that were outstanding as of December 31, 2023 (which gives effect to the above-described Company RSU accelerations and vested nonqualified Company Option exercise by the Chief Executive Officer and Chief Financial Officer). Our non-employee directors only hold outstanding Company RSUs. The table also provides the estimated value of these outstanding Company RSUs and Company Options in the Merger, in each case, based on the assumptions described below. Upon the Effective Time (to the extent not settled in or exercised for Company Common Shares prior to the Effective Time), these awards will be treated as described above. The table presents outstanding awards as of December 31, 2023 and does not attempt to forecast any grants, distributions, future exercises or forfeitures.

In calculating the amounts set forth in the table below, the following assumptions were used (with the dates used below to quantify these interests having been selected for illustrative purposes only and not necessarily to reflect the dates on which certain events will occur):

Severance Benefits

Our Chief Executive Officer and Chief Financial Officer are entitled to severance benefits under their existing employment agreements if their employment terminates in certain circumstances. These circumstances include, among others, termination within twelve (12) months following with a corporate transaction (which would include the Merger), if such termination is either (a) without “cause” or (b) by the officer for “good reason” (as defined in the applicable employment agreement). Upon such a termination, our Chief Executive

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Officer would be entitled to (i) a severance payment equal to the sum of 24 months of his base salary (or 12 months in the case of a resignation for good reason); (ii) 100% of his target bonus (or 50% of target bonus if the termination occurs before July 1 of the applicable year); (iii) payment of COBRA premiums for 18 months; and (iv) full vesting of outstanding equity awards under the Company’s equity plans. Upon such a termination, our Chief Financial Officer would be entitled to (i) a severance payment equal to 12 months of his base salary; (ii) 100% of his target bonus (or 50% of target bonus if the termination occurs before July 1 of the applicable year); (iii) payment of COBRA premiums for 12 months; and (iv) full vesting of outstanding equity awards under the Company’s equity plans. In each case, the severance benefits are contingent upon execution of an irrevocable general release of claims in favor of Textainer and its affiliates.

Potential Rollover of Company Common Shares

Certain members of management may enter into agreements with Parent (or an affiliate thereof) to “roll over” a portion of their Company Common Shares in exchange for equity interests of Parent (or an affiliate thereof) having an equivalent value to the Per Share Merger Consideration in lieu of receiving the cash consideration.

Director & Officer Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, Textainer’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six years following the Effective Time under directors’ and officers’ liability and fiduciary liability “tail” insurance from the Surviving Company. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement—Director & Officer Indemnification and Insurance.”

Closing and Effective Time

The Merger Agreement provides that, unless another date is agreed to in writing by Parent, Merger Sub and Textainer, the Closing will take place no later than the fourteenth business day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions to Closing (other than such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or permitted waiver of such conditions at the Closing), provided that, if the JSE Closing Approval is not obtained, the Closing will occur on the first business day following the first Friday that occurs on or following the end of such 14 business day period. The date on which the Closing occurs is referred to in this proxy statement as the Closing Date.

At the Closing, the parties will execute and deliver a statutory merger agreement and file a merger application with respect to the Merger with the Registrar of Companies in Bermuda. The Merger will be effective upon the issuance of the certificate of merger by the Registrar of Companies in Bermuda at the date shown on the certificate of merger.

Certain U.S. Federal Income Tax Consequences

The following discussion summarizes certain U.S. federal income tax consequences of the Transaction and the related redemption after the Closing of the preference shares of the Surviving Company. This summary does not purport to be a complete analysis of all potential tax consequences of the Transaction and the related redemption after the Closing of the preference shares of the Surviving Company. This summary is based on the Code, Treasury Regulations, judicial decisions and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or may be subject to differing interpretations, including with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth in this summary. This summary does not describe any state, local or non-U.S. tax law considerations, or any aspect of U.S. federal tax law other than income taxation (e.g., estate or gift tax, the Medicare contribution tax, or the alternative minimum tax).

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Textainer has not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that described in this summary regarding the tax consequences of the Merger.

This discussion is limited to (i) U.S. Holders (as defined below) of the Company Common Shares who exchange their Company Common Shares for the Common Merger Consideration in the Merger and (ii) U.S. Holders (as defined below) of the Company Preference Shares whose preference shares of the Surviving Company issued in connection with the Merger will be redeemed within 120 days following the Merger, in each case who hold such shares solely as “capital assets” within the meaning of the Code (generally, property held for investment). In the case of holders of the Company Preference Shares, this discussion assumes that the redemption of the preference shares of the Surviving Company issued in the Merger effects a complete redemption of such holders’ equity interest in the Surviving Company within the meaning of Section 302(b)(3) of the Code. This discussion does not address the U.S. federal income tax consequences relevant to a holder’s particular circumstances, including holders who exchange Rollover Shares in connection with the Merger. In addition, this discussion does not address consequences relevant to holders subject to special rules under the Code, including:

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE MERGER BASED ON THEIR PARTICULAR CIRCUMSTANCES.

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Company Common Shares or Company Preference Shares that, for U.S. federal income tax purposes, is or is treated as:

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The tax treatment of the Transaction (including the Merger and the related redemption of the preference shares of the Surviving Company issued in the Merger after the Closing) of a partner in a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) may depend on both the partner’s status and the activities of such partnership. Partnerships (or other entities or arrangements classified as partnerships for U.S. federal income tax purposes) that exchange Company Common Shares for the Common Merger Consideration (as defined in the Merger Agreement) in the Merger or whose preference shares of the Surviving Company will be redeemed, and their partners and other owners, should consult their own tax advisers regarding the tax consequences to them of the Transaction and the related redemption after the Closing of the preference shares of the Surviving Company.

The discussion below assumes that Textainer has not been for any prior taxable year and will not be treated for its taxable year that includes the Merger and the related post-Closing redemption of preference shares of the Surviving Company issued in the Merger as a PFIC for U.S. federal income tax purposes. As noted in the Textainer Annual Report, based on the composition of its income and valuation of its assets for U.S. federal income tax purposes, Textainer does not believe it was a PFIC for any period after the date of its initial public offering and intends to conduct its business so that it should not be treated as a PFIC for any future taxable year (including the taxable year that includes the Merger and related post-Closing redemption of the preference shares of the Surviving Company issued in the Merger). However, the determination as to whether a non-U.S. corporation such as Textainer was or is a PFIC is highly fact intensive and based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Therefore, there can be no assurance as to the status of Textainer as a PFIC for its taxable year that includes the Merger and the related post-Closing redemption of the preference shares of the Surviving Company issued in the Merger or any prior taxable year or that the IRS will not challenge Textainer’s determination concerning its PFIC status. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to them in the context of the Merger and the related post-Closing redemption of the preference shares of the Surviving Company issued in the Merger, including the availability of any elections that may mitigate adverse U.S. tax consequences in the event that Textainer is or was treated as a PFIC.

Taxation of the Merger

The Merger and the related post-Closing redemption of the preference shares of the Surviving Company issued in the Merger will generally be taxable transactions for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder will recognize gain or loss equal to the difference, if any, between (i) for a holder of Company Common Shares, the amount of cash realized in the Merger and the U.S. Holder’s tax basis in the Company Common Shares exchanged therefor and (ii) for a holder of Company Preference Shares that are converted into preference shares of the Surviving Company, the amount of cash received in the post-Closing redemption and the U.S. Holder’s tax basis in the Company Preference Shares.

If a U.S. Holder acquired Company Common Shares or Company Preference Shares by purchasing them, the U.S. Holder’s adjusted tax basis in its shares will generally equal the amount the U.S. Holder paid for the relevant shares, subject to certain adjustments, including as a result of any distributions that are treated as tax-free returns of capital received by such U.S. Holder that reduce such U.S. Holder’s tax basis with regards to such shares (but not below zero). If a U.S. Holder’s holding period in the Company Common Shares exchanged in, or the Company Preference Shares that are converted into preference shares of the Surviving Company and then redeemed in connection with, the Merger is greater than one year as of the date of the Merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate U.S. Holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss is subject to limitations. If a U.S. Holder acquired different blocks of Company Common Shares or Company Preference Shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Company Common Shares or Company Preference Shares.

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Information Reporting and Backup Withholding

Proceeds from the Transaction and the related redemption after the Closing of the preference shares of the Surviving Company may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes other required certifications, or that is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S Holder’s U.S. federal income tax liability, and such holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

THE DISCUSSION SET FORTH ABOVE IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO THE TRANSACTIONS (INCLUDING THE RELATED REDEMPTION OF THE PREFERENCE SHARES OF THE SURVIVING COMPANY ISSUED IN THE MERGER). HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE TRANSACTIONS BASED ON THEIR PARTICULAR CIRCUMSTANCES.

Certain South African Income Tax Consequences

The following is a summary of the South African tax considerations which are relevant for Shareholders who are resident in South Africa for tax purposes and who dispose of Company Common Shares or Company Preference Shares pursuant to the Merger. This summary is based on the applicable laws, regulations and regulatory interpretations in effect in South Africa on the date of this proxy statement, all of which are subject to change, including changes that could have a retrospective effect. This summary does not purport to address all tax consequences associated with the Merger and is for general information only. In particular, it does not specifically cover the tax position of employees who received Company RSUs or Company Options or other Textainer equity awards. All Shareholders who are resident in South Africa for tax purposes are urged to consult their tax advisers regarding the particular tax consequences applicable to them in relation to the Merger, including the applicability and effect of other tax laws and possible changes in tax law.

Moreover, the summary below only applies to Shareholders who are resident for tax purposes in South Africa, who hold their Company Common Shares or Company Preference Shares as a capital asset and who are the absolute beneficial owner of the Company Common Shares, the Company Preference Shares and any dividends paid on them. The tax position of certain categories of Shareholders who are subject to special rules is not considered and it should be noted that they may incur liabilities to South African tax on a different basis to that described below. Categories of persons to whom special rules may apply and who may be treated differently from a South African tax perspective include those who acquired their Company Common Shares or Company Preference Shares in connection with employment, dealers in securities, insurance companies, collective investment schemes, public benefit organizations and pension/provident funds.

Receipt of Consideration: Capital Gains Tax

South African tax residents are subject to tax on their worldwide income, which would include the disposal of shares in a foreign company. The implementation of the Merger will result in a disposal of Company Common Shares by Shareholders, other than those holding Excluded Shares. This disposal will give rise to either a capital or revenue receipt or accrual in the hands of the participating Shareholder. When shares are held otherwise than as trading stock, that is, as capital assets, any gain will be of a capital nature and is subject to capital gains tax (“CGT”). Capital losses may be set off against other capital gains only and not against ordinary income. For CGT purposes a capital gain or loss is determined as the proceeds received on the disposal (being the Per Share Merger Consideration for all Company Common Shares sold) less the base cost (being the expenditure incurred to acquire the Company Common Share), which includes securities transfer taxes (“STT”) paid.

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In determining whether the amount derived from the disposal of shares is of a capital or revenue nature, regard should be had to section 9C of the Income Tax Act, No 58 of 1962, as amended, which in general deems any amounts received or accrued from the disposal of shares to be capital in nature if the taxpayer immediately prior to such disposal had been the owner of that share for a continuous period of at least three years, subject to certain exclusions. Where section 9C is not applicable to particular shares, then the capital or revenue nature of the amount derived from the disposal of the shares must be determined by applying the common law tests that the South African courts have formulated, including, among other things, the intention of the holder of the shares in acquiring, holding and disposing of the shares. Profits derived from the disposal of shares held as long-term investments are generally regarded as profits of a capital nature.

Individual Shareholders

CGT is based on an individual’s marginal income tax rate. Forty percent of all capital gains is included in the taxable income of an individual and taxed in accordance with his or her marginal income tax rate. The highest effective rate of CGT, based on a marginal income tax rate of 45%, is 18%. The annual capital gain exclusion of ZAR 40,000 may be utilized to reduce the capital gain included in the individual’s taxable income.

Corporate Shareholders

Companies pay CGT at a higher rate than natural persons. They do not qualify for the annual exclusion, and must include 80% of any net capital gain in taxable income. CGT is based on the corporate income tax rate (currently 27%). The current effective CGT rate for companies is 21.6%.

Securities Transfer Tax

STT is payable at a rate of 0.25% of the taxable amount (which is, generally, the consideration for which a security is transferred) on every transfer of any security issued by a company incorporated, established or formed outside South Africa and listed on an exchange in South Africa. The Securities Transfer Tax Act, No. 25 of 2007 defines the term “security” to include any share in a company (which include a foreign company), and further defines “transfer” to include a cancellation of a share if the company which issued the share continues to exist after the cancellation. As Textainer is the Surviving Company, the cancellation of the Company Common Shares held by the South African Shareholders will be subject to STT. The taxable amount in respect of any transfer of a listed security is either (i) the amount of the consideration for that security declared by the person who acquires that security, or (ii) if no amount of consideration is declared, the closing price of that security. In the context of listed shares, STT is normally payable by the brokers and transfer secretaries and recoverable from the transferee.

Receipt of Dividends

Distributions paid by Textainer in respect of the Company Common Shares and Company Preference Shares and which will comprise a dividend for US federal tax purposes, will be treated as a foreign dividend for South African income tax purposes. Foreign dividends may be subject to South African income tax (in the hands of the shareholders) or South African dividends tax (“Dividends Tax”) (withheld by the broker or transfer secretary).

From an income tax perspective, a foreign dividend which is received or accrues in respect of a share listed on a South African exchange is exempt from South African income tax. Any foreign dividend which is received, or which accrues to a South African shareholder in respect of the Company Common Shares or Company Preference Shares will accordingly be exempt from South African income tax in the hands of the Shareholders. The exemption from income tax is applicable to all persons (i.e. natural persons and juristic persons).

South Africa imposes a 20% Dividends Tax on foreign dividends paid in respect of shares in foreign companies if the shares are listed on a South African exchange. All foreign cash dividends declared to South African tax resident shareholders of Company Common Shares and Company Preference Shares on the JSE will accordingly be subject to Dividends Tax, unless the recipient of the dividend qualifies for an exemption.

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An exemption from Dividends Tax will apply if the beneficial owner of the dividend is, among others, a company which is a South African tax resident, a public benefit organization, a pension fund, a pension preservation fund, a provident fund, a provident preservation fund, a retirement annuity fund, a benefit fund or a collective investment scheme in securities. Generally, natural persons who are South African tax residents do not qualify for an exemption from Dividends Tax.

Dividends Tax must be withheld by the appropriate broker or transfer secretary unless the beneficial owner of the dividend qualifies for an exemption from Dividends Tax. Certain prescribed legal formalities must be complied with by the beneficial owner of a dividend to facilitate the process whereby no Dividends Tax will be withheld.

Regulatory Approvals Required for the Merger

Parent and Textainer intend to make all required filings as promptly as practicable or as otherwise specified in the Merger Agreement. The management of each of Parent and Textainer currently believe that the necessary regulatory approvals can be obtained in the first quarter of 2024; however, there can be no assurances that such approvals will be obtained in accordance with this timing or at all.

HSR Act Clearance

Completion of the Merger is subject to the requirements of the HSR Act and the rules promulgated by the FTC, which prevent transactions such as the Merger from being completed until (i) certain information and materials are furnished to the DOJ and the FTC and (ii) the applicable waiting period is terminated or expires. Textainer filed a Pre-Merger Notification and Report Form pursuant to the HSR Act with the DOJ and FTC on November 3, 2023. The waiting period under the HSR Act expired at 11:59 pm ET on December 4, 2023.

Foreign Antitrust Approvals and other Approvals, Filings and Notices

In addition, completion of the Merger is conditioned upon (i) the receipt of antitrust approvals under the German ARC and the TFTA, (ii) the receipt of approval from the JSE and SARB and (iii) the giving of notice to the Bermuda Monetary Authority of the Transactions. As of the date of this proxy statement, approvals from each of the German Federal Cartel Office, JSE, and SARB have been received and the initial filing has been made with the TFTC.

There can be no assurance that the requisite approvals will be obtained on a timely basis or at all.

Parent and Textainer also intend to make all required filings under the U.S. Securities Act, the U.S. Exchange Act and the U.S. Securities Act relating to the Merger and obtain all other approvals and consents that may be necessary to give effect to the Merger.

Appraisal or Dissenters’ Rights

Under Bermuda law, any Shareholders who do not vote in favor of the Merger, and who are not satisfied that they have been offered fair value for their Company Common Shares or Company Preference Shares, may within one month of the giving of the notice of the Special Meeting (delivered with this proxy statement), apply to the Bermuda Court to appraise the fair value of their Company Common Shares or Company Preference Shares, pursuant to Section 106 of the Companies Act.

Shareholders should note that if their Company Common Shares or Company Preference Shares are held in the name of a broker, nominee or intermediary they are not entitled to exercise their appraisal rights directly. Accordingly, any Shareholder whose Company Common Shares or Company Preference Shares are not held in their own name, and who intend to apply for the appraisal of their shares pursuant to Section 106 of the

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Companies Act, should have their Company Common Shares or Company Preference Shares, as applicable, transferred into their own name in sufficient time to exercise their appraisal rights. Appraisal rights may only be exercised in respect of Company Common Shares or Company Preference Shares where the voting rights attaching thereto are not voted in favor of the Merger Proposal.

A Shareholder who intends to exercise its appraisal rights, but fails to do so in compliance with the requirements of Section 106 of the Companies Act or effectively withdraws or waives its appraisal application will (i) lose their rights to seek appraisal before the Bermuda Court and (ii) be bound by the terms of the Merger Agreement and at the Effective Time, (A) the Company Common Shares, if any, held by any such Shareholder will be automatically cancelled, and unless otherwise required by applicable law, converted into the right to receive the Common Merger Consideration, and (B) the Company Preference Shares, if any, held by any such Shareholder will be cancelled and automatically converted into the right to receive preference shares in the Surviving Company.

Notwithstanding the exercise by Dissenting Shareholders of their appraisal rights pursuant to Section 106 of the Companies Act, at the Effective Time, any of the Company Common Shares or the Company Preference Shares held by a Dissenting Shareholder will be bound by the Merger Agreement and the Dissenting Shares that are Shares will be cancelled and converted into the right to receive the Common Merger Consideration and the Dissenting Shares that are Company Preference Shares will be cancelled and converted into the right to receive preference shares in the Surviving Company.

Within one month of the Bermuda Court appraising the value of the Dissenting Shares, in the event that the value of Company Common Shares as appraised by the Bermuda Court is greater than the Per Share Merger Consideration, then the Surviving Company will pay to such Dissenting Shareholders, in respect of such Company Common Shares, the difference between the Per Share Merger Consideration and the value of the Company Common Shares appraised by the Bermuda Court. Within one month of the Bermuda Court appraising the value of the Dissenting Shares, in the event that the value of Company Preference Shares as appraised by the Bermuda Court is greater than the value of the preference shares of the Surviving Company, then the Surviving Company will pay to such Dissenting Shareholders, in respect of such Company Preference Shares, the difference between the value of the preference shares of the Surviving Company and the value of the Company Preference Shares appraised by the Bermuda Court. A Dissenting Shareholder has no right of appeal from an appraisal made by the Bermuda Court.

Shareholders who do not strictly comply with the requirements of Section 106 of the Companies Act will not be entitled to exercise the appraisal rights granted by this section.

Under the Merger Agreement, Textainer is required to give Parent (i) prompt (but in any event within 48 hours of Textainer’s receipt of such demand) written notice of any demands for appraisal (or withdrawals thereof) and any other written instruments, notices, petitions or other communication received by Textainer in connection with the foregoing, and, to the extent Textainer has knowledge thereof, any applications to the Bermuda Court for appraisal of the fair value of the dissenting shares and (ii) to the extent permitted by applicable law, the opportunity to direct any settlement negotiations and proceedings with respect to any demands for appraisal under the Companies Act (subject to Parent’s obligation to keep Textainer reasonably informed and give Textainer a reasonable opportunity to participate in the defense or settlement and consider in good faith Textainer’s advice). Textainer is not permitted to voluntarily make any payment with respect to, offer to settle or settle any such demands or applications or take any other action to exercise appraisal rights in accordance with the Companies Act without the prior written consent of Parent.

Litigation Relating to the Merger

Potential plaintiffs may file lawsuits challenging the Transactions. The outcomes of such action and any additional future litigation are uncertain. Such litigation, if not resolved, could prevent or delay completion of the

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Transactions and result in substantial costs to Textainer, including any costs associated with the indemnification of directors and officers. One of the conditions to the Closing is that no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law that is in effect and prevents the consummation of the Transactions. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Transactions on the agreed-upon terms, then such injunction may prevent the Transactions from being completed, or from being completed within the expected timeframe. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are completed may adversely affect the Surviving Company’s business, financial condition, results of operations and cash flows.

Dividend Policy

Under the terms of the Merger Agreement, subject to the restrictions set forth therein, Textainer may declare or pay regular quarterly dividends on Company Common Shares in amounts not in excess of $0.30 per Share. Textainer expects to continue to pay regular quarterly dividends on Company Common Shares during the pendency of the Merger. Payment of any regular dividend that may be declared by the Board will be conditioned on the Closing not occurring prior the record date for such dividend (including with respect to the quarter ended December 31, 2023). For South African Shareholders, Textainer expects to convert the U.S. dollar amount of any dividends into Rands on the same basis as it has done historically. Under the terms of the Merger Agreement, subject to the restrictions set forth therein, Textainer may declare or pay regular quarterly dividends on Company Preference Shares in amounts not to exceed the equivalent of $0.4375 per Series A Depositary Share and $0.390625 per Series B Depositary Share. Textainer expects to continue to pay regular quarterly dividends on Company Preference Shares. In respect of South African Shareholders, Textainer expects to convert the U.S. dollar amount of any dividends into Rands on the same basis as it has done historically. Each Company Preference Share will automatically convert into a preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time. Within 120 days following the Closing, each such outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount which such holder is entitled pursuant to the applicable certificate of designations.

Delisting and Deregistration of Company Common Shares

If the Merger is completed, there will no longer be any publicly held Company Common Shares. Accordingly, (i) the Company Common Shares will no longer be listed on the NYSE and will be deregistered under the U.S. Exchange Act and the U.S. Securities Act, and (ii) the JSE will take steps to delist the Company Common Shares in terms of a paragraph 1.12 of the JSE Listings Requirements. Under the terms of the Merger Agreement, Textainer is required to cooperate with Parent and use its reasonable best efforts to take all actions reasonably required to cause the Company Common Shares to be delisted from the NYSE and the JSE and deregistered under the U.S. Exchange Act and the U.S. Securities Act as promptly as practicable following the Effective Time, but in any event no more than ten (10) days thereafter.

Treatment of Company Preference Shares (including Company Depositary Shares)

Each Series A Preference Share and each Series B Preference Share will automatically convert into a preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time. The Series A Depositary Shares and the Series B Depositary Shares will represent a 1/1000th interest in a preference share of the Surviving Company. Within 120 days following the Closing, each such outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount which such holder is entitled pursuant to the applicable certificate of designations. The redemption of preference shares of the Surviving Company will result in the corresponding redemption of the Series A Depositary Shares and Series B Depositary Shares.

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THE ADJOURNMENT PROPOSAL

Shareholders are being asked to approve a proposal that will give the Textainer Board authority to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.

If the Adjournment Proposal is approved, the Special Meeting could be adjourned to any date. If the Special Meeting is adjourned, Shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you sign and return a proxy and do not indicate how you wish to vote on the Adjournment Proposal, your Company Common Shares or Company Preference Shares, as applicable, will be voted in favor of the Adjournment Proposal.

Assuming a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the proposal by holders of the Company Common Shares and the Company Preference Shares, voting together as if they were a single class.

The Textainer Board recommends a vote “FOR” the Adjournment Proposal.

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THE MERGER AGREEMENT

The summary of the material provisions of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not provide all of the information about the Merger Agreement that might be important to you. You are urged to read the Merger Agreement carefully and in its entirety because it is the legal document that governs the Merger.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement is included to provide you with information regarding its terms. The Merger Agreement contains representations and warranties by Textainer, on the one hand, and by Parent and Merger Sub, on the other hand, which were made solely for the benefit of the other parties for purposes of the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by Textainer, Parent and Merger Sub were qualified and subject to important limitations agreed to by the parties to the Merger Agreement in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts about Textainer, Parent or Merger Sub or any other Person at the time they were made or otherwise. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to securityholders and reports and documents filed with the SEC and the Securities Regulatory Authorities. The representations and warranties made by Textainer were qualified by the matters contained in the confidential disclosure letter that Textainer delivered in connection with the Merger Agreement and by certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See the section entitled “Where You Can Find Additional Information” beginning on page 99 of this proxy statement.

The Merger

Subject to the terms and conditions of the Merger Agreement and the Statutory Merger Agreement, and pursuant to the applicable provisions of the Companies Act, at the Effective Time, Merger Sub will merge with and into Textainer, the separate corporate existence of Merger Sub will cease and Textainer will survive the Merger as a wholly-owned subsidiary of Parent.

Effects of the Merger

Pursuant to the Merger Agreement, Textainer will, at the Effective Time, become a subsidiary of Parent and each Company Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled and automatically converted into the right to receive, and become exchangeable for the Per Share Merger Consideration described below. All Dissenting Shares are entitled to the fair value of such shares. All Dissenting Shares that are Company Common Shares will be automatically cancelled and converted into the right to receive the Per Share Merger Consideration.

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At the Effective Time, Parent will become the owner of all of the Company Common Shares. Therefore, current holders of the Company Common Shares will cease to have direct or indirect ownership interests in Textainer or rights as holders of the Company Common Shares, will not participate in any future earnings or growth of Textainer, will not benefit from any appreciation in value of Textainer and will not bear the future risks of Textainer’s operations.

Each Company Preference Share will automatically convert into a preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time. Within 120 days following the Closing, each such outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount which such holder is entitled pursuant to the applicable certificate of designations.

Following completion of the Merger, (i) the Company Common Shares will be delisted from the NYSE and deregistered under the U.S. Exchange Act and the U.S. Securities Act, and (ii) the JSE will take steps to delist the Company Common Shares in terms of a paragraph 1.12 of the JSE Listings Requirement. As a result, there will be no public market for the Company Common Shares. This will make certain provisions of the U.S. Exchange Act, such as the requirement of furnishing a proxy or information statement in connection with shareholders’ meetings, no longer applicable to Textainer. After the Effective Time, Textainer will also no longer be required to file periodic reports with the SEC on account of the Company Common Shares. However, Textainer will continue to make securities filings in connection with the Company Preference Shares to the extent such filings are required under SEC regulations or contractual obligations following the completion of the Merger. The Company Preference Shares issued and outstanding immediately prior to the Effective Time will convert into preference shares of the Surviving Company and remain outstanding as an obligation of the Surviving Company. Textainer expects that such preferred shares of the Surviving Company will continue to be listed on the NYSE for up to 120 days following the Closing until the redemption of such preferred shares of the Surviving Company.

The directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Company until their earlier death, resignation or removal or until their respective successors are duly elected or appointed. The officers of Textainer immediately prior to the Effective Time will be the initial officers of the Surviving Company until their earlier death, resignation or removal or until their respective successors are duly appointed.

At the Effective Time, the Memorandum of Association of the Surviving Company will be amended substantially in the form of the Textainer Memorandum of Association as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or pursuant to applicable Law (subject to the indemnification obligations provided in the Merger Agreement). At the Effective Time, the Bye-Laws of the Surviving Company will be the Textainer Bye-Laws as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided therein or pursuant to applicable Law (subject to the indemnification obligations provided in the Merger Agreement).

Merger Consideration

At the Effective Time, Merger Sub will be merged with and into Textainer and each Company Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be cancelled and automatically converted into the right to receive an amount in cash equal to the Per Share Merger Consideration.

South African Shareholders whose shareholding is recorded in the South African Branch Register will, in respect of each Share, receive the Rand equivalent of the Per Share Merger Consideration at the USD/Rand

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Exchange Rate, payable without interest and subject to any required tax withholding (including on account of securities transfer tax). The Rand equivalent of the Per Share Merger Consideration at the USD/Rand Exchange Rate will be communicated to Shareholders by an announcement on SENS prior to the Closing.

Additionally, each Company Preference Share will automatically convert into a preference share of the Surviving Company and will be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights as set forth in their respective certificate of designations in effect as of immediately prior to the Effective Time. Within 120 days following the Closing, each such outstanding preference share of the Surviving Company will be redeemed by the Surviving Company, and each holder thereof will receive an amount in cash equal to the amount which such holder is entitled pursuant to the applicable certificate of designations.

At the Effective Time, each outstanding award of Company RSUs will be converted into a contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company Common Shares subject to such award of Company RSUs (in each case, with respect to any performance-based vesting requirements, assuming attainment of the maximum level of performance under the terms of the applicable award agreement) immediately prior to the Effective Time, by (y) the Per Share Merger Consideration, plus any unpaid cash in respect of dividend equivalent rights accrued prior to the Effective Time with respect to such Company RSUs, as applicable (after giving effect to the maximum level of performance), less any required withholding taxes. Subject to the applicable holder’s continued service with Parent and its affiliates (including the Surviving Company and its subsidiaries), the Unvested Company RSU Consideration will vest and become payable on the earlier of (i) the satisfaction of the time-based vesting conditions (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable unvested Company RSUs immediately prior to the Effective Time and (ii) the 12-month anniversary of the Effective Time (other than in respect of awards granted after the signing of the Merger Agreement, which would vest and become payable in accordance with the conditions of the applicable award agreement). The Unvested Company RSU Consideration will otherwise remain subject to the same terms and conditions that were applicable to the underlying Company RSUs immediately prior to the Effective Time.

At the Effective Time, each outstanding Company Option (whether or not vested) will automatically be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company Common Shares subject to such Company Option that is outstanding immediately prior to the Effective Time, by (y) the amount by which the Per Share Merger Consideration exceeds the per-share exercise price of the Company Option, less applicable taxes required to be withheld with respect to such payment. Any Company Option that is outstanding immediately prior to the Effective Time with a per-share exercise price that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time without payment or other consideration therefor.

See the section entitled “The Merger Agreement—Treatment of Textainer Equity Awards” beginning on page 77 of this proxy statement for information regarding the treatment of Company RSUs and Company Options.

Surrender of Shares

Holders of NYSE Eligible Shares

As promptly as practicable after the Closing Date (but in any event within three business days thereafter), Parent will cause the exchange agent to mail to each holder of record of an NYSE Eligible Share that is (A) represented by a Certificate or (B) a book-entry Company Common Share held, directly or indirectly (other than through DTC), notice advising such holders of the effectiveness of the Merger, including a letter of transmittal, and instructions for effecting the surrender of the Certificates, if applicable, in exchange for the NYSE Common Merger Consideration.

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If NYSE Eligible Shares are held through DTC, Parent and Textainer shall cooperate to establish procedures with the exchange agent and DTC to ensure exchange agent will transmit to DTC as promptly as practicable after the Effective Time, upon surrender of NYSE Eligible Shares, the NYSE Common Merger Consideration.

Upon surrender to the exchange agent of an NYSE Eligible Share that (A) is represented by a Certificate (or an affidavit of loss in lieu thereof) or (B) is a book-entry Company Common Share for cancellation, in accordance with the terms of the transmittal materials and instructions, the holder of such Certificate or book-entry Share will be entitled to receive in exchange therefor, an amount in cash equal to the applicable Per Share Merger Consideration for each Company Common Share formerly represented by such Certificate or book-entry Company Common Share.

In the event of a transfer of ownership of any Certificate that is not registered in the share transfer books or ledger of Textainer or if the consideration payable is to be paid in a name other than that in which the Certificate or Certificates surrendered or transferred in exchange therefor are registered in the share transfer books or ledger of Textainer, a check or wire transfer for any cash to be exchanged upon due surrender of any such Certificate or Certificates may be issued by the exchange agent to such a transferee if the Certificate or Certificates is or are (as applicable) properly endorsed and otherwise in proper form for surrender and presented to the exchange agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable taxes have been paid or are not applicable, in each case, in form and substance, reasonably satisfactory to Parent and the exchange agent. Payment of the applicable Common Merger Consideration with respect to book-entry Company Common Shares will only be made to the Person in whose name such book-entry Company Common Shares are registered in the share transfer books or ledger of Textainer. No interest will be paid or accrued on any cash amount payable upon surrender of the Certificate or the Textainer book-entry share.

If any Certificates have been lost, stolen or destroyed, the exchange agent will issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the applicable NYSE Common Merger Consideration payable in respect thereof; provided that Parent or the exchange agent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in customary amount as Parent or the exchange agent may direct as indemnity against any claim that may be made against Parent, the Surviving Company or the exchange agent with respect to the Certificate alleged to have been lost, stolen or destroyed.

South African Shareholders

If you are a South African Shareholder holding Dematerialised Shares, you will not be required to take any specific action to receive the Per Share Merger Consideration. After the Effective Time, the Per Share Merger Consideration will be settled through Strate through the creation of an assured payment obligation in accordance with the timeline for Company Common Shares traded on the JSE set out on page xii under the section entitled “Questions and Answers”.

A Certificated South African Shareholder should contact the South African Transfer Secretaries regarding the surrender of the certificate in respect of Company Common Shares owned by them.

Financing of the Merger

The consummation of the Merger is not subject to a financing condition. Parent anticipates using a combination of equity capital, availability under certain of Textainer’s existing debt facilities and existing cash on hand at Textainer to pay the Merger Consideration and all related fees and expenses. In order to utilize availability under certain of Textainer’s existing credit facilities and cause such facilities to remain obligations of the Surviving Company following the Closing, Textainer and Parent are seeking consents and specified amendments to certain change of control and other provisions thereunder. If the parties are unable to obtain such consents and specified amendments prior to Closing (or if an event of default or other specified default is then

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existing under such facilities), Parent will utilize a backstop debt facility to fund repayment of up to $2.265 billion of such existing Textainer debt facilities which would be required to be repaid in connection with Closing.

On October 22, 2023, Parent and Merger Sub delivered to Textainer (a) the Equity Commitment Letter, pursuant to which Stonepeak Infrastructure Fund IV Cayman (AIV II) LP and Stonepeak Asia Infrastructure Fund (AIV I) LP have severally committed to Parent and Merger Sub to fund, subject to the terms and conditions thereof, an aggregate amount up to $2.135 billion for purposes of paying the Merger Consideration and transaction fees and expenses at the Closing and (b) the Debt Commitment Letter from Deutsche Bank pursuant to which DBNY agreed, subject to the terms and conditions thereof, to fund a backstop credit facility of up to $2.265 billion, the proceeds of which would be used to repay specified existing Textainer debt facilities in the event the parties do not receive the requisite consents and specified amendments thereunder (or if an event of default or other specified default is then existing thereunder), to pay any related transaction costs, and for working capital and general corporate purposes. The Debt Commitment Letter was subsequently amended and restated on October 29, 2023 to add Wells Fargo as a party thereto and pursuant to which each of DBNY and Wells Fargo Bank committed to provide up to 50% of the $2.265 billion backstop facility, subject to the terms and conditions thereof.

On October 22, 2023, Parent has also delivered duly executed Limited Guarantees of the Guarantors, pursuant to which the Guarantors, subject to the terms and conditions thereof, have severally guaranteed the obligations of Parent to pay the Parent Termination Fee and any related fees in full.

We believe, but cannot assure you, that Parent will have sufficient cash on the Closing Date to complete the Merger.

Required Debt and Swap Consents and Actions; Required Commercial Consents

We have agreed to cooperate, with Parent, upon Parent’s reasonable request, in connection with obtaining (a) consent to the Transactions from (i) the lenders under specified existing Textainer debt facilities aggregating approximately $2.265 billion and (ii) to the extent applicable, the counterparties to related swap contracts and (b) any waivers or amendments (i) in respect of the applicable change of control provisions under any such existing debt facility or swap contract in connection with the Transactions or (ii) as otherwise contemplated by the Debt Commitment Letter. If reasonably requested by Parent we have agreed to take certain related actions including executing related documentation and facilitating repayment or repurchase of such existing debt facilities; provided that (x) we are not required to take any such actions unless the effectiveness thereof is contingent upon the occurrence of the Closing and (y) Parent is obligated, upon our request, to reimburse us for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred in connection with such cooperation and to indemnify and hold harmless us and our representatives from and against certain losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with any such repurchase or repayment. The receipt of any consent, approval, waiver or amendment or the execution of any documentation contemplated above is in no way a condition to any Merger Agreement party’s requirement to effect the Closing.

We have also agreed upon Parent’s reasonable request, to use commercially reasonable efforts to obtain or effect, as applicable, any necessary or reasonably desirable notices, acknowledgments, waivers or consents with respect to specified Textainer contracts identified by Parent. provided that subject to limited or specified exceptions Textainer is not required to make or agree to make any payments to any third party, concede or agree to concede anything of monetary or economic value, amend or otherwise modify any contract to which it is a party to or by which it is bound or commence, or defend or participate in any proceeding. The receipt of any consent, approval, waiver or amendment contemplated by this paragraph is in no way a condition to any party’s requirement to effect the Closing.

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Withholding

Each of the exchange agent, the Surviving Company and Parent (and any of their respective affiliates) will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable law. If any such amounts are so deducted or withheld and remitted to the applicable taxing authority, such amounts will be treated for all purposes of the Merger Agreement as having been paid to Person in respect of whom the deduction or withholding was made.

Treatment of Textainer Equity Awards

Company RSUs. At the Effective Time, each outstanding award of Company RSUs will be converted into a contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company Common Shares subject to such award of Company RSUs (in each case, with respect to any performance-based vesting requirements, assuming attainment of the maximum level of performance under the terms of the applicable award agreement) immediately prior to the Effective Time, by (y) the Per Share Merger Consideration, plus any unpaid cash in respect of dividend equivalent rights accrued prior to the Effective Time with respect to such Company RSUs, as applicable (after giving effect to the maximum level of performance), less any required withholding taxes. Subject to the applicable holder’s continued service with Parent and its affiliates (including the Surviving Company and its subsidiaries), the Unvested Company RSU Consideration will vest and become payable on the earlier of (i) the satisfaction of the time-based vesting conditions (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable unvested Company RSUs immediately prior to the Effective Time and (ii) the 12-month anniversary of the Effective Time (other than in respect of awards granted after the signing of the Merger Agreement, which would vest and become payable in accordance with the conditions of the applicable award agreement). The Unvested Company RSU Consideration will otherwise remain subject to the same terms and conditions that were applicable to the underlying Company RSUs immediately prior to the Effective Time.

Company Options. At the Effective Time, each outstanding Company Option (whether or not vested) will automatically be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (x) the number of Company Common Shares subject to such Company Option that is outstanding immediately prior to the Effective Time, by (y) the amount by which the Per Share Merger Consideration exceeds the per-share exercise price of the Company Option, less applicable taxes required to be withheld with respect to such payment. Any Company Option that is outstanding immediately prior to the Effective Time with a per-share exercise price that is greater than or equal to the Per Share Merger Consideration will be cancelled at the Effective Time without payment or other consideration therefor.

Representations and Warranties

The Merger Agreement contains a number of customary and, in certain cases, reciprocal, representations and warranties by Parent, Merger Sub and Textainer solely of the benefit of each other, and that are (i) subject, in respect of Textainer, in some cases, to specified exceptions and qualifications contained in a confidential disclosure letter which contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement, (ii) subject to qualifications, including, among other things, materiality and material adverse effect and (iii) in respect of Textainer, qualified by certain information filed by Textainer with the SEC, excluding any disclosures in any risk factor section and any disclosures that are cautionary, predictive or forward-looking in nature. See the section entitled “The Merger Agreement—Material Adverse Effect” below for a definition of material adverse effect applicable to each of Parent, Merger Sub and Textainer. The representations and warranties were used for the purpose of allocation of risk between the parties to the Merger Agreement rather than establishing matters of fact. For the foregoing reasons, these descriptions, representations and warranties should not be read alone.

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The Merger Agreement contains representations and warranties by Textainer relating to, among other things, the following:

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The Merger Agreement includes a more limited set of representations by Parent and Merger Sub relating to, among other things, the following:

Except for the express representations and warranties made by the parties in the Merger Agreement, no party made, and each party disclaimed, any other express or implied representation or warranty. Except for the foregoing, the representations and warranties contained in the Merger Agreement will not survive the Effective Time.

Material Adverse Effect

Certain of the representations and warranties in the Merger Agreement are subject to materiality or material adverse effect qualifications (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct is material or would result in a material adverse effect).

Under the Merger Agreement, a “Company Material Adverse Effect” with respect to Textainer is defined as any event, change, occurrence, condition, development, circumstance, fact or effect that, individually or in the

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aggregate, is or would reasonably be expected to be materially adverse to the condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), business operations or results of operations of Textainer and its subsidiaries (taken as a whole); but none of the following will be taken into account when determining whether a material adverse effect has occurred or would reasonably be expected to occur:

However, in the case of the first, second, third, fifth, sixth and eighth bullets above, such matters will be taken into account to the extent that any such matters disproportionately impact Textainer, Parent, or Merger Sub and their respective subsidiaries, as applicable, relative to other businesses in the industries in which Textainer, Parent or Merger Sub and their respective subsidiaries operate or participate, to the extent of such disproportionate impact.

Under the Merger Agreement, a “Parent Material Adverse Effect” with respect to Parent or Merger Sub is defined as any event, change, occurrence, condition, development, circumstance, fact or effect that, individually or in the aggregate, prevents, materially delays or materially impairs, or would reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions.

Conduct of Business Prior to the Merger

Textainer has agreed to certain covenants in the Merger Agreement restricting the conduct of its business between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement.

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