TEXTAINER GROUP HOLDINGS LIMITED
 Incorporated in Bermuda
 Company number: EC18896
 NYSE share code: TGH
 JSE share code: TXT
 ISIN: BMG8766E1093
 LEI: 529900OHEYRATAFMIT89
 (“Textainer”, “the Company”, “we” and “our””)


Record Date for Notice of and Voting at Special Meeting Established

On October 22, 2023, Textainer Group Holdings Limited, an exempted company limited by shares incorporated
under the laws of Bermuda (the “Company” or “Textainer”) announced its proposed acquisition by entities
affiliated with Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, in
accordance with the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company,
Typewriter Parent Ltd., an exempted company incorporated under the Companies Act (2023 Revision) (as amended)
of the Cayman Islands (“Parent”) and Typewriter Merger Sub Ltd., an exempted company limited by shares
incorporated under the laws of Bermuda and a subsidiary of Parent. Capitalized terms used but not defined herein
have the meanings assigned thereto in the Merger Agreement attached as an exhibit to the related the Form 6-K filed
by Textainer with the SEC on October 23, 2023.

The proposed acquisition is subject to the terms and conditions set forth in the Merger Agreement, including
Company shareholder approval at a special Company Shareholders Meeting to approve the Merger (and the other
actions to be considered thereat), and the receipt of required regulatory approvals. Company shareholders entitled to
vote at the special Company Shareholders Meeting are comprised of holders of Company common shares and
Company Preference Shares, each as listed on the New York Stock Exchange (the “NYSE”), and Company
common shares as listed on the Johannesburg Stock Exchange (the “JSE”).

The Textainer Board of Directors has set the record date for purposes of determining holders of Company common
shares and Company Preference Shares entitled to notice of, and to vote at, the special Company Shareholders
Meeting as the close of business on January 5, 2024 (New York City time). On December 18, 2023, Textainer
notified the NYSE of this record date. For holders of Company common shares held on the JSE register, (i) the
record date (for both notice and voting) is January 5, 2024, and (ii) January 2, 2024 is the last day to trade Company
common shares on the JSE in order to appear in the JSE register on such record date.

Textainer has not set the date for the special Company Shareholders Meeting, which date will be set forth in the
Proxy Statement to be filed with the SEC and distributed to Company shareholders entitled to vote at the special
Company Shareholders Meeting prior to such meeting.

The parties to the Merger Agreement currently expect the Merger to be completed in the first quarter of 2024.
However, there can be no assurances the conditions to the Merger, including receipt of required regulatory
approvals, will be obtained in accordance with this timing or at all.


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 “Risk Factors” and “Information Regarding Forward-Looking Statements; Cautionary
Language” sections of its Annual Report on Form 20-F and other documents filed from time to time with the U.S.
Securities and Exchange Commission (the “SEC”), 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

Textainer intends to file a proxy statement for a special meeting of Textainer’s shareholders and may also file other
relevant documents with the SEC regarding the proposed acquisition. This communication is not a substitute for the
proxy statement (when available) or any other document that Textainer may file with the SEC with respect to the
proposed transaction. The definitive proxy statement will be mailed or otherwise furnished to Textainer’s
shareholders. 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 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 (if and when they are available) and
other documents containing important information about Textainer and the proposed transaction, once such
documents are filed with the SEC 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 Textainer’s 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 when they become available. These documents can be obtained free of
charge from the sources indicated above in “Additional Information and Where to Find It”.

20 December 2023
Sponsor: Investec Bank Limited