Cushman & Wakefield (2IY0) Risk Analysis

Our parent company is incorporated under the laws of Bermuda, which differ in certain ways from the rights afforded to investors of typical U.S. corporations. Among other things, these differences include: - U.S. investors may have difficulty enforcing judgments against our company or our directors or officers. The United States and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in certain civil and commercial matters. Additionally, our bye-laws provide that the courts of Bermuda will be the exclusive forum for the resolution of all shareholder complaints other than complaints arising under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they are likely to be contrary to Bermuda public policy. Finally, it may not be possible to pursue in a Bermuda court claims arising under U.S. laws that do not have extraterritorial effect, which could include direct claims against our company or our directors and officers for alleged violations of U.S. federal securities laws. - Our bye-laws restrict shareholders from bringing certain legal actions against our officers and directors. Our bye-laws contain a waiver by shareholders for any claim or right of action a shareholder might have (whether individually or by or in the right of the company) against any director or officer of the company arising from any action or inaction by such director or officer in the performance of his or her duties for us, but excluding any claim or right of action arising out of the fraud or dishonesty of such person or to recover any gain, personal profit or advantage. - Certain provisions in our bye-laws and the Bermuda Companies Act may have anti-takeover effects that could prevent a change in control. For example, our bye-laws include provisions that: (1) provide the current declassified structure of our Board will continue until the annual general meeting in 2028; (2) allow our Board to establish and authorize the issuance of one or more series of preference shares in the future with such rights, preferences and designations as determined by our Board, without further action by our shareholders; and (3) allow our Board to grant rights to subscribe for our common shares and/or depositary interests representing our common shares, which could have a dilutive effect to a potential hostile acquirer (provided that we have committed that we will not use the power to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without the approval of shareholders). In addition, Bermuda law limits certain actions by holders without Board or shareholder consent to acquire our company without certain substantial ownership of shares. For additional information regarding the rights of our shareholders, see our memorandum of association, our bye-laws and the description of share capital filed as exhibits to this Annual Report.