PACE Pace Holdings Corp. - Class A Ordinary Shares (MM)

An Extraordinary General Meeting of the shareholders of Pace Holdings Corp., a Cayman Islands exempted company (“Pace”) was held on March 1, 2017 (the “Meeting”). Present at the Meeting were holders of 53,101,981 shares of Pace’s ordinary shares in person or by proxy, representing 94.40% of the voting power of Pace’s ordinary shares as of February 8, 2017, the record date for the Meeting, and constituting a quorum for the transaction of business.

The shareholders of Pace voted on the proposals listed below. Each proposal is described in more detail in the proxy statement/prospectus of Porto Holdco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Holdco”) which the Securities and Exchange Commission (the “SEC”) declared effective on February 10, 2017 and is incorporated by reference in this Current Report on Form 8-K.

1. To adopt the Transaction Agreement, dated December 13, 2016, among Pace, Playa Hotels & Resorts B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Playa”), Holdco, and New PACE Holdings Corp., a Cayman Islands exempted company (“New Pace”) (the “Transaction Agreement”) and approve the transactions contemplated thereby, including the business combination, the effect of which replicates the economics of a merger of Pace and Playa, and results in Holdco becoming the ultimate parent company to New Pace and Playa’s direct and indirect subsidiaries (the “Business Combination”) (the “Business Combination Proposal”).

2. To approve the merger of Pace with and into New Pace, with New Pace being the surviving company in such merger (the “Pace Merger”) and authorize, approve and confirm the Merger Proposal between Holdco and Playa (the “Plan of Merger”) (the “Pace Merger Proposal”).

3. To consider and vote upon, on a non-binding advisory basis, the approval of certain governance provisions contained in the Holdco Articles of Association that are not required by Dutch law and materially affect shareholder rights:

A. The election of director candidates and incumbent directors annually for appointment for a term ending at the end of the annual General Meeting to be held in the year following their appointment (the “Holdco Articles of Association– Term of Holdco Board of Directors Proposal”);

B. The requirement that a notice of a general meeting of shareholders must include items for which a written request has been given (no later than 60 days prior to the general meeting) by one or more shareholders representing (individually or collectively) 3% or more of Holdco’s issued share capital (the “Holdco Articles of Association– Ability to Bring Matters for Discussion Before a General Meeting of Holdco Proposal”);

C. A provision that certain parties who compete with Holdco will be prohibited from beneficially owning ordinary shares exceeding certain percentage thresholds of the issued and outstanding ordinary shares of Holdco, as reasonably calculated by the board of directors of Holdco (the “Holdco Articles of Association– Shareholding Limits for Certain Shareholders of Holdco Proposal”);

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D. The requirement that, subject to certain exceptions, the holders of at least one third of the issued and outstanding ordinary shares of Holdco’s capital, present in person or represented by proxy, will constitute a quorum at a general meeting of shareholders (the “Holdco Articles of Association– Quorum Required to Conduct Business before a General Meeting of Holdco Proposal”).

4. To approve the adjournment of the Meeting to a later date or dates (i) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to Pace shareholders or, if as of the time for which the Meeting is scheduled, there are insufficient Pace ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting, (ii) in order to solicit additional proxies from Pace shareholders in favor of the Business Combination Proposal and the Pace Merger Proposal, or (iii) if Pace shareholders redeem an amount of class A ordinary shares such that the minimum proceeds condition to each party’s obligation to consummate the Business Combination would not be satisfied (the “Adjournment Proposal”).

The voting results for each of these proposals are set forth below.

Based on the votes set forth above, the shareholders adopted the Transaction Agreement and approved the transactions contemplated thereby, including the Business Combination.

Based on the votes set forth above, the shareholders approved the Pace Merger and authorized, approved and confirmed the Plan of Merger.

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Based on the votes set forth above, the shareholders, on a non-binding advisory basis, approved certain governance provisions contained in the Holdco Articles of Association.

With respect to the Adjournment Proposal, although the Adjournment Proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Meeting was determined not to be necessary or appropriate.