TEXTAINER GROUP HOLDINGS LIMITED Incorporated in Bermuda Company number: EC18896 NYSE share code: TGH JSE share code: TXT ISIN: BMG8766E1093 LEI: 529900OHEYRATAFMIT89 Textainer Group Holdings Limited Reports Fourth-Quarter and Full-Year 2023 Results and Declares Dividend Textainer Group Holdings Limited (NYSE: TGH; JSE: TXT) (“Textainer”, “the Company”, “we” and “our”), one of the world’s largest lessors of intermodal containers, today reported unaudited financial results for the fourth-quarter and full-year ended December 31, 2023. Key Financial Information (in thousands of U.S. dollars, except for per share and TEU amounts) and Business Highlights: Q TD Full-Year Q 4 2023 Q 3 2023 Q 4 2022 2023 2022 Total lease rental income $ 190,830 $ 192,497 $ 202,912 $ 770,391 $ 810,014 Gain on sale of owned fleet containers, net $ 3,967 $ 5,197 $ 15,033 $ 26,415 $ 76,947 Income from operations $ 82,277 $ 92,165 $ 111,544 $ 372,499 $ 472,399 Net income attributable to common shareholders $ 35,160 $ 44,677 $ 61,854 $ 184,795 $ 289,549 Net income attributable to common shareholders per diluted common share $ 0.84 $ 1.07 $ 1.38 $ 4.33 $ 6.12 (1) Adjusted net income $ 47,276 $ 45,410 $ 61,993 $ 197,641 $ 289,946 (1) Adjusted net income per diluted common share $ 1.13 $ 1.08 $ 1.38 $ 4.63 $ 6.13 Adjusted EBITDA (1) $ 154,237 $ 160,454 $ 179,464 $ 644,634 $ 745,514 (1) Headline earnings $ 46,913 $ 44,260 $ 61,854 $ 196,131 $ 290,647 (1) Headline earnings per diluted common share $ 1.12 $ 1.06 $ 1.38 $ 4.59 $ 6.14 Net asset value per diluted common share attributable to the equity holders of the Company $ 47.92 $ 50.02 $ 45.75 $ 47.92 $ 45.75 (2) Average fleet utilization 99.2% 99.0% 99.0% 98.9% 99.4% Total fleet size at end of period (TEU) (3) 4,285,206 4,329,157 4,425,300 4,285,206 4,425,300 Owned percentage of total fleet at end of period 94.0% 93.9% 93.6% 94.0% 93.6% (1) Refer to the “Use of Non-GAAP Financial Information” set forth below. (2) Utilization is computed by dividing total units on lease in CEUs (cost equivalent unit) by the total units in our fleet in CEUs, excluding CEUs that have been designated as held for sale and units manufactured for us but not yet delivered to a lessee. CEU is a unit of measurement based on the approximate cost of a container relative to the cost of a standard 20-foot dry container. These factors may differ from CEU ratios used by others in the industry. (3) TEU refers to a twenty-foot equivalent unit, which is a unit of measurement used in the container shipping industry to compare shipping containers of various lengths to a standard 20-foot container, thus a 20-foot container is one TEU and a 40-foot container is two TEU. • Net income of $184.8 million for the full year, or $4.33 per diluted common share, and $35.2 million for the fourth quarter of 2023, or $0.84 per diluted common share; • Adjusted net income of $197.6 million for the full year, or $4.63 per diluted common share, as compared to $289.9 million, or $6.13 per diluted common share in the prior year. Adjusted net income of $47.3 million for the fourth quarter of 2023, or $1.13 per diluted common share, as compared to $45.4 million, or $1.08 per diluted common share in the third quarter of 2023; • Adjusted EBITDA of $644.6 million for the full year, as compared to $745.5 million in the prior year. Adjusted EBITDA of $154.2 million for the fourth quarter of 2023, as compared to $160.5 million in the third quarter of 2023; • Headline earnings of $196.1 million for the full year, or $4.59 per diluted common share as compared to $290.6 million or $6.14 per diluted common share in the prior year. Headline earnings of $46.9 million for the fourth quarter, or $1.12 per diluted common share as compared to $44.3 million or $1.06 per diluted common share in the third quarter of 2023; • Fourth quarter average and current utilization rate of 99.2% and 99.5%, respectively; • Added $169.4 million of new containers during 2023, virtually all assigned to long-term leases; • On October 22, 2023, Textainer announced it had entered into a definitive agreement to be acquired by Stonepeak in a transaction expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by Textainer’s shareholders and other required regulatory clearances and approvals; • Repurchased 3,411,296 common shares at an average price of $36.31 per share during the first nine months of 2023. Textainer suspended its share repurchase program in September 2023 in light of the pending transaction with Stonepeak; • Textainer’s board of directors, approved and declared a quarterly preferred cash dividend on its 7.00% Series A and its 6.25% Series B cumulative redeemable perpetual preference shares, payable on March 15, 2024, to holders of record as of March 1, 2024; and • Textainer’s board of directors, approved and declared a $0.30 per common share cash dividend, payable on March 15, 2024 to holders of record as of March 1, 2024. The dividend declaration will be released on SENS as a separate announcement. Transaction with Stonepeak As previously announced on October 22, 2023, Textainer has entered into a definitive agreement under which Stonepeak will acquire all outstanding common shares of Textainer for $50.00 per share in cash. We currently expect that Textainer’s Series A and B cumulative redeemable perpetual preference shares (and the corresponding depositary shares issued with respect to such preference shares) will be called for redemption at the amount set forth in the applicable certificate of designation for such preference shares no later than 120 days following the closing. Textainer’s special shareholder meeting to approve the Stonepeak transaction is scheduled on February 22, 2024. The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including approval by Textainer’s shareholders and other required regulatory clearances and approvals. In light of the pending transaction, Textainer will not hold an earnings conference call to discuss its fourth quarter and full-year 2023 results. Use of Non-GAAP Measures U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide reconciliations to the directly comparable GAAP measures in our full announcement. The presentation of Adjusted net income, Adjusted net income per diluted common share, Adjusted EBITDA, Headline earnings and Headline earnings per diluted common share are non-GAAP measures. About Textainer Group Holdings Limited Textainer has operated since 1979 and is one of the world’s largest lessors of intermodal containers with more than 4 million TEU in our owned and managed fleet. We lease containers to approximately 200 customers, including all of the world’s leading international shipping lines, and other lessees. Our fleet consists of standard dry freight, refrigerated intermodal containers, and dry freight specials. We also lease tank containers through our relationship with Trifleet Leasing and are a supplier of containers to the U.S. Military. Textainer is one of the largest and most reliable suppliers of new and used containers. In addition to selling older containers from our fleet, we buy older containers from our shipping line customers for trading and resale and we are one of the largest sellers of used containers. Textainer operates via a network of 14 offices and approximately 400 independent depots worldwide. Textainer has a primary listing on the New York Stock Exchange (NYSE: TGH) and a secondary listing on the Johannesburg Stock Exchange (JSE: TXT). Visit www.textainer.com for additional information about Textainer. Textainer Group Holdings Limited Investor Relations Phone: +1 (415) 658-8333 ir@textainer.com Short-Form Announcement This short-form announcement is the responsibility of Textainer’s Board of Directors and is a summary of the information in the detailed financial results announcement. This short-form announcement does not contain complete or full announcement details. Any investment decision by investors and/or shareholders should be based on consideration of the full announcement. The short-form announcement has not been audited or reviewed by Textainer's external auditors. The full announcement may be downloaded from https://senspdf.jse.co.za/documents/2024/jse/isse/TXTE/ResultsQ4.pdf or from Textainer's Investor Relations website at http://investor.textainer.com, and is also available from the registered office of the Company (Century House 16 Par-la-Ville Road, Hamilton, Bermuda, HM 08) and at the office of the sponsor, at no charge, during normal business hours. 13 February 2024 Sponsor: Investec Bank Limited