Exhibit (a)(1)

PRELIMINARY COPY—SUBJECT TO COMPLETION

TO THE SHAREHOLDERS OF ATLAS CORP.

YOUR VOTE IS VERY IMPORTANT

Dear Shareholders of Atlas Corp.:

Enclosed is a Notice of the Annual Meeting of Shareholders (the “Annual Meeting”) of Atlas Corp., a Marshall Islands corporation (the “Company”), which will be held virtually on                 , 2023 at                  London Time, and related materials. You will be able to attend the Annual Meeting, submit questions and vote your Common Shares (as defined below) via the Internet during the meeting by visiting                 . To enter the Annual Meeting, you will need the 16-digit control number printed on your proxy cards. The Company recommends that you log in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting. You will not be able to attend the Annual Meeting in person. The Notice of the Annual Meeting and related materials also can be found at www.proxyvote.com.

On August 4, 2022, the Board of Directors of the Company (the “Board”) received a non-binding proposal letter (the “Proposal Letter”) from Poseidon Acquisition Corp., a Marshall Islands corporation (“Poseidon”), to purchase all of the outstanding common shares, par value $0.01 per share, of the Company (the “Common Shares”) not presently owned by certain affiliates of Fairfax Financial Holdings Limited (collectively, “Fairfax”), certain affiliates of the Dennis R. Washington family (collectively, “Washington”), and Mr. David L. Sokol, Chairman of the Board (such Common Shares proposed to be acquired, the “Target Shares”, and such transaction, the “Proposed Transaction”), for $14.45 per Target Share in cash, representing a premium of approximately 32.1% to the average closing price of the Common Shares over the prior 30 days and a premium of 28.8% to the average closing price of the Common Shares over the prior 60 days. Mr. Sokol, Fairfax and Washington collectively beneficially own 69.8% of the issued and outstanding Common Shares. Poseidon is an entity owned by Mr. Sokol, Fairfax and Washington. Collectively, Mr. Sokol, Fairfax, Washington and Ocean Network Express Pte. Ltd. (“ONE”) are hereinafter referred to as the “Consortium.”

After receiving the Proposal Letter, the Board formed a special committee (the “Special Committee”) consisting solely of independent and disinterested members of the Board to, among other things, consider and evaluate the Proposed Transaction (as more fully described in the enclosed proxy statement).

On October 31, 2022, acting on the unanimous recommendation of the Special Committee, the Board unanimously approved, and the Company entered into, an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Poseidon and Poseidon Merger Sub, Inc., a Marshall Islands corporation and a wholly owned subsidiary of Poseidon (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger (the “Merger”). The Merger Agreement and the terms of the transactions contemplated thereby, including the Merger, were negotiated on behalf of the Company by the Special Committee, with the assistance of the Special Committee’s financial advisor and its legal advisors.

The Board unanimously recommends that the holders of outstanding Common Shares vote “FOR” the proposal to adopt and approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger (the “Merger Proposal”).

At the effective time of the Merger (the “Effective Time”), each Common Share outstanding immediately prior to the Effective Time (other than (x) Common Shares owned by Fairfax, Washington, Mr. Sokol and Mr. Bing Chen, President and CEO of the Company, in each case contributed to Poseidon pursuant to rollover and contribution agreements, (y) any Restricted Shares (as defined in “Summary Term Sheet—Treatment of Equity Awards” in the accompanying proxy statement), and (z) Common Shares owned by the Company or any wholly owned subsidiary of the Company) will be automatically converted into the right to receive (subject to any applicable withholding) the merger consideration of $15.50 in cash per Common Share, without interest. The merger consideration of $15.50 per Common Share represents a premium of 34% to the closing price per Common Share on August 4, 2022 (the last trading day prior to the day the Proposal Letter was made public), and a 42.8% premium to the 30-day volume-weighted average price of the Common Shares as of August 4, 2022. The merger consideration also represents an increase of approximately 7.3% over the purchase price of $14.45 per Common Share initially proposed by Poseidon in the Proposal Letter. As a result of the Merger and the other transactions contemplated by the Merger Agreement and the related agreements referenced in the Merger Agreement, including the contribution of Common Shares beneficially owned by Fairfax, Washington, Mr. Sokol and Mr. Chen, to Poseidon, immediately prior to the Merger, in exchange for common shares of Poseidon, Poseidon will own all of the outstanding Common Shares.

The proposed Merger is a “going private” transaction under the rules of the U.S. Securities and Exchange Commission (the “SEC”). If the Merger is completed, all of the Common Shares will cease to be publicly traded and will be owned by Poseidon. All of the Company’s issued and outstanding preferred shares immediately prior to the Effective Time will be unaffected by the Merger, will remain outstanding and no consideration will be delivered in respect thereof. The Company’s Series D 7.95% Cumulative Redeemable Perpetual Preferred Shares, Series H 7.875% Cumulative Redeemable Perpetual Preferred Shares and Series I Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares will continue to be listed on the New York Stock Exchange (the “NYSE”) immediately following the Merger.

In order for the proposed Merger to be completed, the Merger Agreement and the transactions contemplated thereby, including the proposed Merger, must be adopted and approved by holders of a majority of the issued and outstanding Common Shares, as well as by holders of a majority of the issued and outstanding Common Shares (other than those beneficially owned by Poseidon, Merger Sub, Fairfax, Washington, Mr. Sokol, ONE, specified officers and directors of the Company, any other Rollover Shareholders (as defined in “Summary Term Sheet—The Merger” in the accompanying proxy statement), and their respective affiliates, associates or immediate family) (collectively, the “Unaffiliated Shareholders”). Under voting and support agreements entered into at the time of execution of the Merger Agreement by Poseidon (on the one hand) and each of Mr. Sokol, Fairfax and Washington (on the other hand), such shareholders agreed to cause all Common Shares owned beneficially or of record by them to be voted in favor of the Merger Proposal and, to the extent such adjournment is permitted or required by the Merger Agreement, the Business Corporations Act of the Republic of the Marshall Islands or the articles of incorporation or bylaws of the Company, the proposal to adjourn the Annual Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal at the time of the Annual Meeting (the “Adjournment Proposal”). While the Common Shares subject to these voting agreements represent 69.8% of the issued and outstanding Common Shares, none of these Common Shares will count toward the vote of Unaffiliated Shareholders that is required to be obtained in order for the Merger Proposal to be approved. Accordingly, your vote (or failure to vote) on the Merger Proposal is important. A failure to vote, or to direct your broker, bank or other nominee to vote, “FOR” the Merger Proposal will have the same effect as a vote “AGAINST” such proposal.

In addition to the Merger Proposal and the Adjournment Proposal, holders of Common Shares will be asked to vote on the following proposals (collectively, the “Annual Meeting Proposals”): (i) the election of the eight directors named in the enclosed proxy statement to the Board (the “Election Proposal”), and (ii) the ratification of the appointment of KPMG LLP, Chartered Professional Accountants, as the Company’s independent auditors for the fiscal year ending December 31, 2022 (the “Auditor Proposal”). If a quorum is present at the Annual Meeting, the eight nominees under the Election Proposal receiving the highest number of “FOR” votes at the

Annual Meeting will be elected as directors to the Board. If a quorum is present at the Annual Meeting, approval of the Auditor Proposal requires the affirmative vote of a majority of the votes cast by Common Shareholders present virtually or by proxy at the Annual Meeting and entitled to vote.

The Board unanimously recommends that the holders of outstanding Common Shares vote “FOR” each of the eight nominees under the Election Proposal, “FOR” the Auditor Proposal and “FOR” the Adjournment Proposal.

If you are a holder of Common Shares, your vote is very important regardless of the number of Common Shares you own. The enclosed proxy statement describes the Merger Agreement, the proposed Merger and related agreements and provides specific information concerning the Annual Meeting. In addition, you may obtain information about the Company from documents filed by the Company with the SEC. The Company urges you to read the entire proxy statement, including the annexes and the documents referred to or incorporated by reference in the proxy statement, carefully, as it sets forth the details of the Merger Agreement and other important information related to the proposed Merger. Voting instructions are set forth in the proxy statement. Only holders of record of Common Shares at the close of business on                 , 202    , which has been fixed as the record date, will be entitled to vote at the Annual Meeting. If you are a Common Shareholder and attend the Annual Meeting, you may revoke your proxy and vote your Common Shares electronically at the Annual Meeting.

If you are a holder of any of the Company’s outstanding preferred shares, while you may attend the Annual Meeting as a guest, you do not have a right to vote on any of the Merger Proposal, the Annual Meeting Proposals or the Adjournment Proposal in your capacity as a holder of such preferred shares, and the notice of Annual Meeting and proxy statement are being sent to you in such capacity solely pursuant to notice requirements under Marshall Islands law.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. YOU CAN ALSO SUBMIT YOUR PROXY TO VOTE BY INTERNET AND TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. IF YOU HAVE ELECTED TO RECEIVE YOUR PROXY MATERIALS OVER THE INTERNET, PLEASE SUBMIT YOUR PROXY TO VOTE BY INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED IN THE PROXY MATERIALS THAT YOU HAVE RECEIVED. THE VOTE OF EVERY COMMON SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY CARD PROMPTLY WILL BE APPRECIATED. ANY VALIDLY EXECUTED PROXY CARD RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT “FOR” THE MERGER PROPOSAL, “FOR” EACH OF THE EIGHT NOMINEES UNDER THE ELECTION PROPOSAL, “FOR” THE AUDITOR PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL. IN ADDITION, IF YOUR COMMON SHARES ARE HELD IN THE NAME OF YOUR BROKER, BANK OR OTHER NOMINEE, THE FAILURE TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE TO VOTE YOUR COMMON SHARES “FOR” APPROVAL OF THE MERGER PROPOSAL WILL HAVE THE SAME EFFECT AS A VOTE “AGAINST” APPROVAL OF THE MERGER PROPOSAL.

If you have any questions or need assistance voting your Common Shares, please contact Innisfree M&A Incorporated (“Innisfree”), the Company’s proxy solicitor in connection with the Annual Meeting, toll-free from the U.S. and Canada at +1 (877) 456-3507, or from other countries at +1 (412) 232-3651. Banks and brokers may call Innisfree collect at +1 (212) 750-5833.

The Common Shares are listed on the NYSE under the symbol “ATCO.” The last reported sale price of the Common Shares on the NYSE on December 5, 2022 was $15.35 per share.

Thank you for your attention to these important matters.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE PROPOSED MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying proxy statement is dated                 , 202     and is first being mailed or otherwise delivered to the Company’s shareholders on                 , 202    .

IF YOU ARE A COMMON SHAREHOLDER, YOUR VOTE IS IMPORTANT! WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS. If you hold your Common Shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when submitting instructions to cause your Common Shares to be voted. If you hold your Common Shares in your own name, you may submit your proxy by:

Submitting a proxy now will not limit your right to vote electronically at the Annual Meeting if you attend virtually. If you are a Common Shareholder and plan to attend the Annual Meeting virtually, to vote your Common Shares during the Annual Meeting, log into                  and follow the voting instructions. You will need the 16-digit control number that is shown on your proxy card. Common Shares may not be voted after the polls close. If you are a preferred shareholder and plan to attend the Annual Meeting virtually, you may log into                  and follow the instructions to join as a guest.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement and the transactions contemplated thereby, including the Merger. The Company urges you to read the entire proxy statement, including the annexes and the documents referred to or incorporated by reference in the proxy statement, carefully. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help submitting your proxy, please contact Innisfree, the Company’s proxy solicitor in connection with the Annual Meeting, toll-free from the U.S. and Canada at +1 (877) 456-3507, or from other countries at +1 (412) 232-3651. Banks and brokers may call Innisfree collect at +1 (212) 750-5833.

This notice of Annual Meeting and proxy statement and form of proxy are being distributed on                 , 202    .

REFERENCES TO ADDITIONAL INFORMATION

As permitted under the rules of the Securities and Exchange Commission (the “SEC”), this proxy statement incorporates by reference important business and financial information about the Company from other documents filed by the Company with the SEC that are not included in or delivered with this proxy statement. Please read “Where You Can Find More Information.” You can obtain any of the documents incorporated by reference into this document from the SEC’s website at http://www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from the Company at the following address and telephone number:

Atlas Corp.

23 Berkeley Square

London, United Kingdom

W1J 6HE

Telephone: +44 20 7788 7819

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this proxy statement. You may obtain certain of these documents at the Company’s website, www.atlascorporation.com, by selecting “Investors” and then selecting “Financial Information.” Information contained on the Company’s website is expressly not incorporated by reference into this proxy statement.

In order to receive timely delivery of requested documents in advance of the Annual Meeting, your request should be received no later than                 , 2023. If you request any documents, the Company will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

ABOUT THIS DOCUMENT

This document constitutes a notice of meeting and a proxy statement with respect to the Annual Meeting, during which the Common Shareholders will be asked to consider and vote on, among other matters, a proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

The Company has not authorized anyone to give any information or make any representation about the Merger Agreement and the transactions contemplated thereby, including the Merger, or the Annual Meeting or the Annual Meeting Proposals that is different from, or in addition to, that contained in this proxy statement or in any of the materials that have been incorporated by reference into this proxy statement. Therefore, you should not rely on any information you receive about the Merger Agreement and the transactions contemplated thereby, including the Merger, or the Annual Meeting or the Annual Meeting Proposals that is not contained in this proxy statement or in any of the materials that have been incorporated by reference into this proxy statement. If you are in a jurisdiction where the solicitation of proxies is unlawful, or you are a person to whom it is unlawful to direct the solicitation of proxies, then the solicitation presented in this proxy statement does not extend to you. The information contained in this proxy statement speaks only as of the date of this proxy statement, or in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE ANNUAL MEETING

The following are brief answers to some questions that you may have regarding the Merger Proposal, the Annual Meeting Proposals, the Adjournment Proposal and the Annual Meeting. These questions and answers may not address all questions that may be important to you as a shareholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

The Merger cannot be completed without the approval of the Merger Proposal by the affirmative vote of holders of (x) a majority of the voting power of the issued and outstanding Common Shares beneficially owned by the Unaffiliated Shareholders and (y) a majority of the voting power of the issued and outstanding Common Shares entitled to vote thereon at the Annual Meeting or any adjournment or postponement thereof.

In addition to the Merger Proposal, Common Shareholders are being asked to consider and vote on proposals traditionally addressed at the Company’s annual meeting. With respect to annual meeting items, holders of Common Shares will be asked to vote on the Annual Meeting Proposals.

If you are a Common Shareholder, the Company is sending this proxy statement in connection with its solicitation of your proxy for use at the Annual Meeting because you owned Common Shares at the close of business on                 , 202    , the Record Date for the Annual Meeting, and therefore, are entitled to vote at the Annual Meeting.

If you are a holder of any Preferred Shares, you do not have a right to vote on any of the Merger Proposal, the Annual Meeting Proposals and the Adjournment Proposal in your capacity as such, and the notice of Annual Meeting and proxy statement are being sent to you in such capacity solely pursuant to notice requirements under Marshall Islands law.

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If the Merger is completed and you hold any Restricted Shares through the Effective Time of the Merger, you will be entitled to receive (subject to any applicable withholding), at the time at which the applicable Restricted Share would have vested by its terms (as in effect immediately prior to the Effective Time), (x) $15.50 per share in cash, without interest, for each Restricted Share (excluding for clarity any Rollover Equity) that you own immediately prior to the Effective Time, plus (y) the value of any dividend-equivalent right payments accrued but not yet paid with respect to such Restricted Shares, payable at the same time as the payment set forth in clause (x).

If the Merger is completed and you hold any RSUs or phantom share units granted under the Company’s incentive plans, and such RSUs or phantom share units are outstanding and vested immediately prior to the Effective Time of the Merger, you will be entitled to receive (subject to any applicable withholding), on or within five calendar days after the Closing, (x) $15.50 per share in cash, without interest, for each such RSU and each such phantom share unit that you own immediately prior to the Effective Time, plus (y) the value of any dividend-equivalent right payments accrued but not yet paid with respect to each such RSU or phantom share unit, payable at the same time as the payment set forth in clause (x). If the Merger is completed and you hold any RSUs granted under the Company’s incentive plans that are not vested as of the Effective Time, then at the Effective Time, each such RSU will convert into the right to receive (subject to any applicable withholding), at the time at which such RSU would have been settled in Common Shares by its terms (as in effect immediately prior to the Effective Time), (x) $15.50 per share in cash, without interest, plus (y) the value of any dividend-equivalent right payments accrued but not yet paid with respect to each such RSU, payable at the same time as the payment set forth in clause (x).

If the Merger is completed and you hold any Options that are outstanding and vested as of immediately prior to the Effective Time of the Merger, each such Option will be automatically cancelled and converted into the right to receive (subject to any applicable withholding), on or within five calendar days after the Closing, a cash amount equal to the amount by which $15.50 per share exceeds the exercise price per share of such Option. If any Option is outstanding but not vested as of immediately prior to the Effective Time, then at the Effective Time, each such Option will be automatically cancelled and converted into the right to receive (subject to any applicable withholding), at the time at which such Option would have become vested by its terms (as in effect immediately prior to the Effective Time), a cash amount equal to the amount by which $15.50 per share exceeds the exercise price per share of such Option.

Each Preferred Share issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger and will remain outstanding and no consideration will be delivered in respect thereof. The Series D Preferred Shares, the Series H Preferred Shares and the Series I Preferred Shares will continue to be listed and traded on the NYSE immediately following the Merger.

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Pursuant to the Voting and Support Agreements, dated October 31, 2022, by and between Poseidon (on the one hand) and each of Mr. Sokol, Fairfax and Washington (on the other hand) (the “Voting Agreements”), Mr. Sokol, Fairfax and Washington, collectively the beneficial owners of 69.8% of the issued and outstanding Common Shares as of the Record Date, agreed to attend the Annual Meeting and to vote all of the Common Shares that such parties own “FOR” the Merger Proposal and, to the extent such adjournment is permitted or required by the Merger Agreement, the MIBCA or the articles of incorporation or bylaws of the Company, the Adjournment Proposal, and the presence of these Common Shares at the Annual Meeting assures a quorum will be present at the Annual Meeting. None of the Common Shares subject to the Voting Agreements will count towards the vote of the Unaffiliated Shareholders that is required to be obtained in order for the Merger Proposal to be approved. Accordingly, if you are an Unaffiliated Shareholder, your vote is very important regardless of the number of Common Shares you own.

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You may vote all Common Shares owned by you directly in your name as the shareholder of record as of the Record Date at the Annual Meeting. To the extent that you hold Common Shares as the beneficial owner through a broker, bank or other nominee, then you have the right to direct your broker, bank or other nominee how to vote.

If you are a holder of any of the Company’s outstanding Preferred Shares, while you may attend the Annual Meeting as a guest, you do not have a right to vote on any of the Merger Proposal, the Annual Meeting Proposals and the Adjournment Proposal in your capacity as a holder of such shares, and the notice of Annual Meeting and proxy statement are being sent to you in such capacity solely pursuant to notice requirements under Marshall Islands law.

Shareholder of Record

If your Common Shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by us. As the shareholder of record of Common Shares, you have the right to grant your voting proxy directly to us or to vote virtually at the Annual Meeting. Our proxy card and other proxy materials are available free of charge on the Internet at www.proxyvote.com for you to use, and upon request, we will send you paper copies of the proxy card and other proxy materials for you to use.

Beneficial Owner

If your Common Shares are held by a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or other nominee together with a voting instruction card. As the beneficial owner of Common Shares, you have the right to direct your broker, bank or other nominee how to vote and are also invited to attend the Annual Meeting. The failure to instruct your broker, bank or other nominee to vote your Common Shares “FOR” approval of the Merger Proposal will have the same effect as a vote “AGAINST” approval of the Merger Proposal.

If you hold Common Shares beneficially in street name and do not provide your broker, bank or other nominee with voting instructions on the Merger Proposal, the Adjournment Proposal or the Election Proposal, each a “non-discretionary” matter, your Common Shares may constitute “broker non-votes.” With

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respect to the Auditor Proposal, a “discretionary” matter, your broker, bank or other nominee is permitted to vote your Common Shares even if it does not receive voting instructions from you, so there will be no broker non-votes on this matter.

Since a beneficial owner is not the shareholder of record, you may not vote these Common Shares at the Annual Meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your Common Shares giving you the right to vote the Common Shares at the Annual Meeting. Your broker, bank or other nominee has provided voting instructions for you to use in directing the broker, bank or other nominee how to vote your Common Shares.

To participate in the Annual Meeting, Common Shareholders may visit                  and enter the 16-digit control number included on their proxy cards. If you are a Preferred Shareholder (as defined in “The Annual Meeting”) and plan to attend the Annual Meeting, you may log into                  and follow the instructions to join as a guest. The live webcast will begin at                  London Time on                 , 2023. We encourage you to access the virtual meeting platform at least 15 minutes prior to the start time. If you are a Common Shareholder and do not have a 16-digit control number, you will still be able to access the webcast as a guest, but will not be able to vote your Common Shares.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong WiFi connection wherever they intend to participate in the meeting. Further instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of Common Share ownership, will be posted on the virtual meeting website.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. Technical support will be available on the virtual meeting platform beginning at ______ London Time on the day of the meeting and will remain available until thirty minutes after the meeting has finished.

To vote your Common Shares during the Annual Meeting, log into                 and follow the voting instructions. You will need the 16-digit control number that is shown on your proxy card. Common Shares may not be voted after the polls close.

Whether or not you plan to attend the Annual Meeting, we strongly encourage you to submit a proxy to vote your Common Shares prior to the Annual Meeting as described below, so that your vote will be counted if you do not attend the Annual Meeting.

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If you have timely and properly submitted your validly executed proxy, clearly indicated your vote and have not revoked your proxy, your Common Shares will be voted as indicated on your proxy (and in the discretion of the proxy holders on any other matters that properly come before the meeting). If you timely and properly submit your validly executed proxy without giving specific instructions on any or all proposals, your Common Shares will be voted in accordance with the recommendations of the Board (i.e., “FOR” the Merger Proposal, ”FOR” each of the eight nominees under the Election Proposal, “FOR” the Auditor Proposal and “FOR” the Adjournment Proposal) for each matter for which you did not give specific instructions (and in the discretion of the proxy holders on any other matters that properly come before the meeting); provided, however, if you indicate that you wish to vote “AGAINST” the approval of the Merger Proposal, your Common Shares will be voted in favor of the Adjournment Proposal only if you indicate that you wish to vote in favor of that proposal.

If you hold Common Shares beneficially in street name and do not provide your broker, bank or other nominee with voting instructions on the Merger Proposal, the Adjournment Proposal or the Election Proposal, each a “non-discretionary” matter, your Common Shares may constitute “broker non-votes.” With respect to the Auditor Proposal, a “discretionary” matter, your broker, bank or other nominee is permitted to vote your Common Shares even if it does not receive voting instructions from you, so there will be no broker non-votes on this matter.

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Because the approval of the Merger Proposal at the Annual Meeting requires two separate voting thresholds to be met, which thresholds are determined based on a specified percentage of certain outstanding Common Shares, failures to vote, in addition to abstentions and broker non-votes, will have the same effect as a vote “AGAINST” the Merger Proposal for purposes of the votes required under the Merger Agreement. Failures to vote, in addition to withhold votes and broker non-votes, will not affect the outcome of the election of directors, assuming that a quorum is present. Failures to vote, in addition to abstentions, will not affect the outcome of the Auditor Proposal, assuming that a quorum is present. Failures to vote, in addition to abstentions and broker non-votes, will not affect the outcome of the Adjournment Proposal, assuming that a quorum is present.

(x) a majority of the voting power of the issued and outstanding Common Shares beneficially owned by the Unaffiliated Shareholders; and

(y) a majority of the voting power of the issued and outstanding Common Shares entitled to vote on the Merger Proposal at the Annual Meeting or any adjournment or postponement thereof.

For the Merger Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” The approval of the Merger Proposal satisfying both thresholds noted in clauses (x) and (y) above is a non-waivable condition to the parties’ obligations to consummate the Merger.

Pursuant to the Voting Agreements, Mr. Sokol, Fairfax and Washington, which collectively beneficially own 69.8% of the issued and outstanding Common Shares as of the Record Date, agreed to vote all of the Common Shares that such parties own “FOR” the Merger Proposal, thereby satisfying the required vote specified in clause (y) above. Their votes will have no effect on the required vote specified in clause (x) above.

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The Company will have technicians ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time for the Annual Meeting, please call the technical support number that will be posted on the virtual meeting website log-in page at                 .

Please complete, sign, date and return each proxy card that you receive or follow the instructions on each card to vote via the Internet or the telephone.

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Atlas Corp.

Attention: Secretary

23 Berkeley Square

London, United Kingdom

W1J 6HE

Telephone: +44 20 7788 7819

Email: legal@atlascorporation.com

Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may contact us as indicated above to request delivery of a single copy of these materials.

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Advance Notice Proposals of Business

Our bylaws provide notice procedures for shareholders to propose business to be considered by shareholders at an annual meeting (but our bylaws do not require the business to be included in the proxy statement). For a shareholder proposal under our advance notice provisions, the relevant shareholder must comply with and provide the information and representations required by our bylaws in respect of such proposals of business and give timely notice to our Secretary in accordance with the bylaws, which, in general, require that the notice be received by our Secretary not less than 90 days nor more than 120 days prior to the first anniversary of the date on which we first mailed the proxy materials for the previous year’s annual meeting. Accordingly, for our 2024 annual meeting, notice of a proposal of business under our advance notice provisions must be delivered to us no earlier than                  and no later than                .

Proposals should be sent by mail or email communication addressed to:

Atlas Corp.

Attention: Secretary

23 Berkeley Square

London, United Kingdom

W1J 6HE

Email: legal@atlascorporation.com

Advance Notice Nominations of Director Candidates

Shareholders may propose director candidates for consideration by the Board in determining nominees for election at the annual shareholder meeting in 2024 under our advance notice provisions as well. Specifically, our bylaws permit shareholders to nominate directors for election at an annual meeting. To nominate a director, the shareholder must comply with and provide the information and representations required by the Company’s bylaws in respect of director nominations under the advance notice provisions. In addition, the relevant shareholder must give timely notice to our Secretary in accordance with the bylaws, which, in general, require that the notice be received by the Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. Accordingly, for our 2024 annual meeting, notice of a director nomination under our advance notice provisions must be delivered to us no earlier than                 and no later than                 .

Other Recommendations of Director Candidates

Shareholders may also propose director candidates for consideration by the Board in determining nominees for election at the annual shareholder meeting in 2024 outside of our advance notice provisions. Such recommendation should include the nominee’s name and qualifications for Board membership and should be directed to our Secretary at the address set forth above. The recommendation should also contain all of the information regarding the nominee required under the advance notice provisions of our bylaws.

Copy of Bylaws Provisions

Shareholders may contact our Secretary at the address set forth above for a copy of the relevant provisions in our bylaws regarding the requirements for making shareholder proposals and nominating director candidates. Our bylaws also available as an exhibit to the Company’s 2021 Annual Report on Form 20-F is available under

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“Financial Information—Annual Reports” in the Investors section of our website at www.atlascorporation.com and at the website of the SEC at www.sec.gov. Please see “Where You Can Find More Information.”

Atlas Corp.

Attention: Chairman of the Board

23 Berkeley Square

London, United Kingdom

W1J 6HE

Email: legal@atlascorporation.com

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the other documents referred to or incorporated by reference into this proxy statement contain forward-looking statements concerning our operations, cash flows, and financial position, including, in particular, the completion and timing of the Merger and the likelihood of our success in developing and expanding our business. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “will,” “may,” “potential,” “should” and similar expressions are forward-looking statements. Although these statements are based upon assumptions we believe to be reasonable based upon available information, including projections of revenues, operating margins, earnings, cash flow, working capital and capital expenditures, they are subject to risks and uncertainties that are described more fully in our reports that we file and furnish with the SEC.

These forward-looking statements represent our estimates and assumptions only as of the date of this proxy statement or the date of such other filing, as the case may be, and are not intended to give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this proxy statement and the other documents referred to or incorporated by reference into this proxy statement. These statements are subject to risks and uncertainties, including, but not limited to:

In addition, a number of important factors could affect the future operations, cash flows and financial position of the Company and its subsidiaries, and could cause results to differ materially from those expressed in or implied by such forward-looking statements, including, but not limited to the following:

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Forward-looking statements in this proxy statement are estimates and assumptions reflecting the judgment of senior management and involve known and unknown risks and uncertainties. These forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control.

We do not intend to revise any forward-looking statements in order to reflect any change in our expectations or events or circumstances that may subsequently arise. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise, except as otherwise required by applicable law. You should carefully review and consider the various disclosures included in this proxy statement and the other documents referred to or incorporated by reference into this proxy statement, which attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

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SPECIAL FACTORS

This section of the proxy statement describes the material aspects of the proposed Merger. 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 herein by reference, including the full text of the Merger Agreement for a more complete understanding of the Merger. A copy of the Merger Agreement is attached hereto as Annex A. In addition, important business and financial information about the Company is included in or incorporated into this proxy statement by reference. See “Where You Can Find More Information.”

Effects of the Merger

Subject to the terms and conditions of the Merger Agreement and in accordance with the laws of the Republic of the Marshall Islands, the Merger Agreement provides for the merger of Merger Sub with and into the Company. The Company will survive the Merger (the Company, as the surviving entity in the Merger, being sometimes referred to herein as the “Surviving Corporation”), and the separate corporate existence of Merger Sub will cease. As a result of the Merger, Poseidon will own all of the Common Shares and the Company will survive as a direct subsidiary of Poseidon.

Effect on Ownership Structure and Status of Common Shares

The Merger Agreement provides that, at the Effective Time, each Common Share outstanding immediately prior to the Effective Time (other than the Rollover Shares contributed to Poseidon pursuant to the Rollover Agreements, the Restricted Shares and Common Shares owned by the Company or any wholly owned subsidiary of the Company) will be converted into the right to receive $15.50 in cash, without interest, subject to any applicable withholding. Each Rollover Share, all of which will be owned by Poseidon at the Effective Time, will remain outstanding as one common share of the Surviving Corporation.

As a result, at the Effective Time, the Target Shareholders will cease to own any Common Shares or have rights as Common Shareholders of the Company. Therefore, the Target Shareholders will not participate as Common Shareholders in the Company’s earnings, growth or receipt of dividends following the Merger and will not benefit from any increase in value of the Common Shares following the Merger.

The Common Shares are currently listed on the NYSE under the symbol “ATCO.” Following completion of the Merger, the Common Shares will cease to be listed on the NYSE and will be deregistered under the Exchange Act, and there will be no public market for the Common Shares.

The Preferred Shares outstanding immediately prior to the Effective Time will remain outstanding and be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by the statement of designation of such Preferred Shares, which statement of designation is not changing as part of the Merger. The Series D Preferred Shares, the Series H Preferred Shares and the Series I Preferred Shares are expected to continue to trade on the NYSE immediately following the completion of the Merger.

Effect on Organization and Management

At the Effective Time and by virtue of the Merger, (i) the articles of incorporation of the Company as in effect immediately prior to the Effective Time will be the articles of incorporation of the Surviving Corporation, until amended in accordance with applicable law, and (ii) the bylaws of the Company as in effect immediately prior to the Effective Time will be amended and restated to read in their entirety as set forth in the bylaws of Merger Sub in effect immediately prior to the Effective Time (except that references to the name of Merger Sub will instead refer to Atlas Corp.), until amended in accordance with their terms and applicable law.

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From and after the Effective Time, the directors and officers of the Company immediately prior to the Effective Time will be the directors and officers of the Surviving Corporation, until their successors are duly elected or appointed and qualified in accordance with applicable law. It is expected that, upon consummation of the Merger, the Company will conduct its operations substantially as they currently are being conducted. In addition, the Company will continue to be a reporting company under the Exchange Act.

Background of the Merger

As part of its regular oversight of the Company’s business, the Board, together with Management, regularly reviews the Company’s overall operational and strategic priorities and plans.

Until 2019, the Company operated as Seaspan Corporation (together with its subsidiaries, “Seaspan”) and had a single line of business: containership leasing. In 2019, the Company reorganized to create a public holding company for Seaspan (which became a wholly-owned subsidiary of the Company) and a new business that the Company acquired at that time, APR Energy Ltd. (together with its subsidiaries, “APR”). This acquisition diversified and expanded the Company’s assets into the energy industry. Seaspan is far larger than APR and remains the Company’s primary business, accounting for approximately 89% of the Company’s revenues for the year ended December 31, 2021 and approximately 91% of the Company’s revenues for the nine months ended September 30, 2022.

In overseeing the Seaspan business, the Board’s operational reviews and discussions with Management have included consideration of, among other things: (i) the consolidated containership liner market and volatile business environment in which Seaspan operates; (ii) the possibility that containership liner customers would acquire their own tonnage in light of increased liner profitability; (iii) the impact of inflation given the long-term contracted nature of Seaspan’s revenue stream, that results in fixed rates notwithstanding variable costs; (iv) uncertainty regarding the future re-contracting of vessels on existing long-term charters and the associated risk of operating in the spot market; (v) potential impact on vessel value in an environment with a developing focus on, and regulation regarding, decarbonization; and (vi) the ability of the Company to grow the containership leasing business through accretive vessel acquisitions and newbuilds. The Board also regularly considers the potential effects on the Company’s business of changing macroeconomic, geopolitical, regulatory and industry trends and developments. In furtherance of this oversight, Mr. Bing Chen, President and Chief Executive Officer of the Company, and Mr. David Sokol, Chairman of the Board, hold standing weekly business update calls.

As part of its broader strategic oversight of the Company, each of the Board and Management also have consistently focused on the Company’s capital structure and needs, including: (i) the impact that the Company’s concentrated ownership and limited public float have on the trading price of the Common Shares; (ii) the Company’s capital requirements in light of its already highly leveraged business model; and (iii) the effect of rising interest rates given the leverage utilized in Seaspan’s business. In this process, the Board and Management have considered possible acquisitions, dispositions and combinations with strategic parties, strategies to attract competitively-priced debt and fairly-valued equity capital, potential changes to the Company’s capital structure, and the possibility of a sale of the Company or take-private transaction involving current shareholders.

During 2021 and 2022, the Board and Management pursued two distinct strategic review processes: one focused on efforts to reduce perceived market undervaluation of the Common Shares that, among other things, made raising equity capital unattractive (the “Strategic Equity Review”), and one designed to explore a broad range of strategic options available to the Company, which arose out of ordinary course discussions with customers and their affiliates (the “Strategic Options Review”).

The 2019 acquisition of the APR business was one of a number of efforts by the Board and Management prior to the Strategic Equity Review to attempt to distinguish the Company from other companies in the containership leasing industry. Other efforts included Seaspan’s industry-leading newbuild program, Seaspan’s

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longer-term charter arrangements intended to create greater cash flow visibility and predictability, and the Company’s balance sheet optimization efforts. These efforts did not, however, result in a material improvement in the multiple to EBITDA at which the Common Shares were traded.

In furtherance of the Strategic Equity Review, in the fourth quarter of 2021, Management held discussions with several investment banks, including Financial Advisor A and Morgan Stanley & Co. LLC (“Morgan Stanley”) about possible ways of shifting the market perception of the value of the Common Shares. No investment bank was formally engaged to support these efforts. On November 1, 2021, the Board held a meeting at which Phase 1 of the Strategic Equity Review was discussed. Phase 1 focused on an assessment of the Company’s key value drivers and the market perception of the Company.

As part of its ongoing operational activities, Management has explored opportunities to broaden and deepen strategic relationships with the Company’s customers. As part of these activities, in or about July 2021, Mr. Chen held a discussion with a large shareholder (“Party A”) of one of Seaspan’s customers (“Party B”). During this conversation, discussion arose regarding whether there would be synergies in a potential strategic transaction between the Company and Party B. Following this discussion, on October 31, 2021, Party A entered into a non-disclosure agreement with the Company and commenced diligence, including with respect to non-public information about the Company’s business. The non-disclosure agreement with Party A did not prohibit either Party A or Party B from making approaches to the Board regarding potential strategic transactions.

At meetings of the Board held on November 1 and 2, 2021, the Board discussed the possibility of a strategic transaction with Party B. At this meeting, the Board decided to conduct the Strategic Options Review. The Board also authorized the Company to engage a financial advisor to assist in the Strategic Options Review, including to assist in considering a potential transaction with Party B.

Mr. Sokol interviewed two financial advisors on behalf of the Company, ultimately selecting Financial Advisor B on December 2, 2021. Financial Advisor B was directed, as part of the Strategic Options Review, to present to the Board on a broad range of strategic options available to the Company, including, among others, maintaining the status quo with a continued focus on investor communications, and various transactions involving the Company, including a take private transaction led by one or more existing significant shareholders, a merger with a strategic shipping partner, and a sale of Seaspan, APR or the entire Company to a third party. Financial Advisor B was informed that there was no preferred option, and that the Board’s goal was to consider any option to maximize value to shareholders. As part of its mandate, Financial Advisor B was directed to work with Party A and its advisors to pursue discussions about a potential strategic transaction with Party B.

On December 2, 2021, members of Management met with members of management of Party A to discuss the potential terms of a strategic transaction involving an acquisition of Seaspan by Party B. Discussions regarding such a transaction continued from December 2021 through January 2022. During these discussions, the Company shared materials on key business plan drivers and a list of potential synergies that could arise from a combination between Party B and Seaspan. Party A suggested to Financial Advisor B that it would be prepared to present to the board of directors of Party B a potential acquisition of Seaspan by Party B for a mix of cash and stock; however, Party B never presented a formal proposal to the Company for such a transaction, and Management and Party B had significantly different views on both the value of Seaspan and the value of Party B’s stock. On January 11, 2022, after discussion with Management and Mr. Sokol, representatives of the Company advised Party A that given the difference in the views of the parties, the Company would cease discussions regarding a potential transaction.

At meetings of the Board held on February 24 and 25, 2022 (the “February 2022 Board Meetings”), Management updated the Board with respect to each of the Strategic Equity Review and the Strategic Options Review. With respect to the Strategic Equity Review, Management discussed Phase 2 of that review, which was focused on, among other things, seeking to increase the multiple to EBITDA at which the Common Shares trade through intensive investor engagement over the course of 2022 (including by communicating Management’s

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view on appropriate peer companies) and encouraging a shift in the Company’s shareholder base toward more institutional investors. Management also discussed whether, over the longer term, the Company’s Common Shares would trade at a higher multiple to EBITDA if the Company were to expand its business more significantly outside of the shipping industry into a range of other infrastructure activities. In materials discussing Phase 2 of the Strategic Equity Review, Management included a sum-of-the-parts potential valuation of the Company with a mid-point of $18.50 per Common Share.

With respect to the Strategic Options Review, Management mentioned the discussions with Party A regarding a potential transaction with Party B. Also with respect to the Strategic Options Review, Management discussed with the Board a presentation prepared by Financial Advisor B that had been delivered to the Board on February 17, 2022. Among other things, Financial Advisor B’s presentation contained a set of projections for each of Seaspan and APR prepared by Management. The presentation also included a preliminary valuation for the Common Shares, based on a sum-of-the-parts analysis, and focused on a discounted cash flow model and dividend discount model, with reference to trading comparables and transaction multiples, of $14.67—$22.20 per Common Share. Such range did not factor in the existing debt covenant restrictions on dividends, which Financial Advisor B suggested would reduce equity value under its dividend discount model by approximately $2.40 per share, with refinancing of such debt covenants incurring breakage costs of an estimated $1.00 per share. As part of its analysis, which covered a wide range of potential strategic options, from continuing the status quo to selling all of part of the Company, while Financial Advisor B’s presentation included observations generally consistent with Management’s views in the Strategic Equity Review, it also observed that absent significant business transformation, likely including either development of new organic growth strategies for existing businesses or meaningful new capital investment for inorganic growth of existing businesses or diversification (which Financial Advisor B indicated could be difficult to obtain in public markets on terms that would be attractive to holders of Common Shares), there appeared to be limited potential for meaningful additional shareholder value creation or trading multiple expansion. Financial Advisor B also presented hypothetical sources and uses analyses for both an acquisition of 100% of the Common Shares and an acquisition of Common Shares held by stockholders of the Company other than Fairfax and Washington at an illustrative purchase price of $18.55 per share, which was the mid-point of the discounted cash flow model and dividend discount model for Financial Advisor B’s sum-of-the-parts analysis. At the conclusion of the February 2022 Board Meetings, the Board directed Management to continue exploring strategic options to fund the Company’s future growth, with a particular focus on an investment from or combination with a strategic partner, rather than a financial investor.

In furtherance of the directive provided at the February 2022 Board Meetings, Management considered expanding the Company’s relationship with ONE. ONE has been a Seaspan customer since April 2019 and is one of only eight customers of the Seaspan business. Management had worked with ONE from April 2021 on project partnerships to develop decarbonization initiatives, develop the Company’s fleet, and improve vessel management. In addition, ONE was projected to become the largest customer of Seaspan (measured on the basis of lease-weighted twenty-foot equivalent units) by 2025. In light of these factors, Mr. Chen scheduled a meeting with senior management of ONE to discuss whether the two companies should explore a potential broader strategic operating relationship building off of the three partnership projects that were already underway. On February 27, 2022, while traveling from a Board meeting in London, Mr. Chen stopped in Singapore to hold preliminary discussions with management of ONE about potential opportunities to expand the two companies’ strategic and commercial relationship. On March 1 and 2, 2022, Mr. Chen met with Mr. Yasuki Iwai, Managing Director of ONE, in Singapore to continue these discussions. On March 4, 2022, Mr. Chen, along with Mr. John Hsu, an independent director on the Board who resides in Singapore, had a lunch meeting in Singapore with representatives of ONE to discuss the industry and the companies’ operations generally. No detailed discussions regarding any business combination occurred at either of these meetings.

On March 7, 2022, ONE entered into a non-disclosure agreement with the Company, and the Company began to make certain non-public information about the Company’s business available to ONE. However, no specific transaction was proposed by either ONE or the Company.

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On March 30, 2022, the Company held an investor day presentation open to the public at which it reviewed its operational and financial strategies and long-term financial guidance. The document distributed in connection with this presentation, among other things, reported $17.9 billion of long-term gross contracted cash flows for the Company and that the Company had exceeded 2021 guidance (which had been revised upward during the year) with record annual results, and provided guidance reflecting a 17% cumulative annual growth rate in Adjusted EBITDA from $1.112 billion in 2022 to $1.750 billion in 2025. The trading price of the Common Shares closed at $14.68 on March 31, 2022, down over 5.5% from the $15.54 per Common Share closing price on March 30, 2022.

Between April 29 and May 3, 2022, members of Management, including Mr. Chen, and members of management of ONE, including Mr. Iwai, met in person in Munich, Germany. The meetings focused on the long-term strategy of both companies and potential operational and cost synergies of their partnership. At the meetings, both companies discussed their relative businesses’ strengths and future growth opportunities and high-level scenarios of a potential strategic business partnership, including working together on a written presentation that was subsequently prepared by the Company on May 14, 2022 (as discussed below). Following the meetings, the parties determined to continue due diligence regarding a potential strategic business partnership.

At a meeting of the Board held on May 10, 2022, the Board discussed, among other things, the trading price of the Common Shares in relation to the Company’s consistent performance during 2022. Management indicated that among the reasons for the price of the Common Shares was the fact that the Company’s public float was very low, which limited the ability of many investment funds to invest in the Common Shares. Other observations related to the nature of the Company’s business and cyclicality, the Company’s ability to build a stable business that could survive cycles and the Company’s ownership of Seaspan and APR. Following such meetings, Mr. Sokol began to consider exploring a going-private transaction in order to permit the Company to pursue its strategy without being subject to public reporting requirements and market dynamics of having publicly traded Common Shares.

On May 14, 2022, in furtherance of the ongoing discussions with ONE, members of Management revised the presentation that had been first drafted during the meetings in Munich in early May and sent the presentation to ONE. The presentation, among other things, noted that the liner business was nearing the peak of the market and was forecasted to normalize in the near-term due to delivery of newbuild tonnage, an increased risk of an economic slowdown, and easing of pandemic-related supply chain congestion. The presentation suggested that a business combination between the Company and ONE could enable both businesses to navigate the concerning negative industry outlook with greater stability and scale. The presentation did not make any proposal or offer with respect to any transaction. This presentation included two illustrative transaction structures for discussion purposes: a stock-for-stock transaction with illustrative prices for the Common Shares between $16.50-$23.38, which were calculated to reflect premiums of 20%-70% to $13.75, which was the 30-day volume weighted average price of the Common Shares as of April 29, 2022, or a cash-out transaction with illustrative prices for the Common Shares between $18.00-$21.00. The presentation also discussed potential considerations if any potential combination were structured as the acquisition of the Common Shares held by stockholders other than Fairfax and Washington.

During May 2022, Mr. Sokol had discussions with a representative of Financial Advisor B regarding a potential going-private transaction involving the Company that he would lead and whether Financial Advisor B could connect Mr. Sokol with potential investors. Mr. Sokol then engaged Honigman LLP (“Honigman”) to review the legal aspects of a potential take-private transaction involving multiple parties, including through the purchase of all of the Common Shares not held by Mr. Sokol, Fairfax and Washington (the “Take-Private Transaction”).

On May 18, 2022, Seaspan announced that it had entered into agreements with a major shipyard to construct four ultra-modern 7,700 TEU dual-fuel liquefied natural gas containership newbuilds (the “New Build Vessels”).

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ONE’s diligence of Seaspan, in cooperation with Management, continued in June and July of 2022. ONE’s financial advisor, Citigroup Global Markets Singapore Pte. Ltd. (“Citi”), was granted access to a virtual data room on June 12, 2022, and its legal counsel, Latham & Watkins LLP (“L&W”), was granted such access on July 15, 2022. A future meeting between the management teams that participated in the meetings in Munich was scheduled to be held in August to discuss further potential terms of a transaction, including those related to valuation. Following the unsolicited proposal delivered to the Board on August 4, 2022, such meeting was cancelled.

During a standing weekly call between Mr. Sokol and Mr. Chen on June 18, 2022, Mr. Sokol informed Mr. Chen that Mr. Sokol had been working toward putting together a consortium to make a proposal to the Board regarding a potential take-private transaction. Mr. Sokol noted that, as part of that effort, Mr. Sokol may seek a new potential investor in the Company, and had preliminary discussions regarding participation by an infrastructure fund. Mr. Sokol asked Mr. Chen for Mr. Chen’s views regarding such a potential investor, and Mr. Chen provided his views on the advantages and disadvantages of seeking potential investors who were infrastructure investors generally versus investors who could also function as strategic partners. Mr. Chen suggested that Mr. Sokol may want to consider ONE as a potential investor in a consortium given the ongoing dialogue between the Company and ONE, the various existing partnerships between the Company and ONE, and ONE’s position in Seaspan’s customer base.

During the week of June 27, 2022, Mr. Chen introduced Mr. Sokol to representatives of ONE. Following discussions between representatives of ONE and Mr. Sokol, ONE expressed interest in proceeding with the Take- Private Transaction together with Fairfax and Washington which would be funded primarily by ONE as proposed by Mr. Sokol.

On July 6, 2022, Mr. Sokol communicated with the members of the Board asking that they be prepared to discuss potential strategic alternatives for the Company at the upcoming Board meeting on August 4, 2022.

On July 12, 2022, Mr. Sokol and representatives of ONE held a conference call during which Mr. Sokol reviewed the steps needed to make a formal proposal for the Take-Private Transaction to the Company. On July 15, 2022, Mr. Sokol and representatives of ONE held a conference call at which they further discussed what ONE would be required to provide in order to commit to the Take-Private Transaction. On that day, Mr. Sokol spoke with a representative of Financial Advisor B, who indicated that the potential infrastructure fund partners would require a few additional weeks in order to complete due diligence and deliver a proposal. Mr. Sokol noted that this would not work in light of his proposed timing and thereafter there were no further discussions with Financial Advisor B regarding the potential participation of an infrastructure fund in the Take-Private Transaction.

Between July 16, 2022 and July 26, 2022, Honigman and L&W exchanged drafts of a Joint Bidding Agreement, Equity Commitment Letters, a Bid Letter and a term sheet for a Shareholders Agreement among the members of the Consortium (the “Consortium Agreements”). Honigman also prepared a draft of a merger agreement, which was provided to L&W and drafts were exchanged between L&W and Honigman.

On July 27, 2022, Mr. Sokol informed Fairfax and Washington of his proposal for the Take-Private Transaction and he presented the draft Consortium Agreements to each of Fairfax and Washington for review by their counsel. Thereafter, Washington engaged K&L Gates LLP (“K&L”) and Fairfax engaged Torys LLP (“Torys”) and Honigman, L&W, K&L and Torys, negotiated the terms of the Consortium Agreements in anticipation of a potential Take-Private Transaction.

On August 1, 2022, Mr. Sokol formally presented the proposal for the Take-Private Transaction to representatives of Fairfax and Washington at an in-person meeting. Following such meeting, each of Fairfax and

Washington expressed their interest in participating in the Take-Private Transaction subject to further discussions with ONE. Thereafter, on that day, a conference call was held among representatives of Fairfax, Washington and ONE and Mr. Sokol at which representatives of ONE were introduced to the representatives of Fairfax and Washington and the Take-Private Transaction was discussed.

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On August 4, 2022, the Audit Committee of the Board (the “Audit Committee”) held a regularly scheduled Audit Committee meeting in London. On the same day, shortly following that meeting, Mr. Sokol orally delivered to the Board a non-binding proposal from Poseidon, an entity formed by Mr. Sokol, which was the lead bidding party under the Consortium Agreements, to purchase all of the outstanding Common Shares not owned by Fairfax, Washington, Mr. Sokol and their affiliates and certain unidentified executive officers of the Company (such common shares, the “Target Shares”, and such transaction, the “Proposed Transaction”) for $14.45 per Target Share (the “Initial Consortium Proposal”), representing a premium of approximately 32.1% to the average closing price of the Common Shares over the prior 30 days and a premium of 28.8% to the average closing price of the Common Shares over the prior 60 days. The Board also received the Initial Consortium Proposal via letter. The letter stated that the Proposed Transaction was conditioned on approval and recommendation of a special committee of independent directors of the Board that would be fully-empowered to review and accept or reject the Proposed Transaction or any other proposal that the Consortium may make, in conjunction with independent legal and financial advisors selected and engaged by such special committee, and that the definitive agreement providing for any transaction with the Consortium include, as a non-waivable condition, that any transaction be approved by, in addition to any other required vote, the holders of a majority of the Target Shares not held by members of the Consortium, and that such conditions were non-waivable. The letter further stated that members of the Consortium, in their capacity as shareholders of the Company and holding 69.8% of the voting power, were not interested in selling their Common Shares to another party and that, if a transaction did not occur, the relationships among the Consortium members and the Company would not be adversely affected.

Later on August 4, 2022, each of Poseidon and the Company issued a press release to publicly disclose the Initial Consortium Proposal, including through publication of a copy of the Poseidon proposal letter.

On August 5, 2022, the Board, by action taken at a meeting, established the Special Committee to, among other things, review, evaluate and negotiate the Proposed Transaction and alternatives thereto. Nicholas Pitts-Tucker, Mr. Hsu, and Katharine A. Wade were designated as the members of the Special Committee. In advance of the Board meeting, in the ordinary course, Management provided the Board with materials regarding the Company’s business and outlook, including financial projections for Seaspan (the “August Board Projections”).

On August 5, 2022, the Company filed a report on Form 6-K and, on August 5 and 8, 2022, Mr. Sokol, Washington and Fairfax filed Schedules 13D, in each case relating to the Initial Consortium Proposal. The Schedules 13D attached the executed JBA among the members of the Consortium. Among other things, the JBA provided that each member of the Consortium would, until the termination of the JBA, work exclusively with the other members of the Consortium in pursuing the Proposed Transaction. The JBA also contemplated that each of ONE, Deep Water Holdings and Mr. Sokol would provide equity financing to the Consortium pursuant to equity commitment letters attached to the Schedules 13D, and that each of Fairfax, Washington and Mr. Sokol would enter into rollover agreements pursuant to which they would rollover their Common Shares in the Proposed Transaction (including, in the case of Fairfax, the Common Shares to be issued upon the exercise of certain warrants held by Fairfax), with the value of such Common Shares for purposes of such rollover being equal to the price paid per Common Share pursuant to any ultimately executed Merger Agreement.

On August 6, 2022, the Special Committee engaged Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) and Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”) as its legal counsel with respect to the Proposed Transaction. From time to time thereafter, Gibson Dunn and Morris Nichols consulted with Reeder & Simpson P.C. (“R&S”), counsel to the Company in the Republic of Marshall Islands (“RMI”), as to matters of RMI law.

Also on August 6, the Special Committee held a meeting attended by representatives of Gibson Dunn and Morris Nichols to discuss the duties of the Special Committee in connection with its exploration, consideration, review and evaluation of the Proposed Transaction and alternatives thereto, the financial advisor selection process, potential timeline, certain key issues and considerations in the evaluation and potential negotiation of the Proposed Transaction, and next steps.

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On August 7, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn and Morris Nichols to discuss the Proposed Transaction and alternatives thereto. Among other things, at this meeting, the Special Committee discussed logistics for receiving reactions and feedback of the shareholders and customers of the Company in connection with the public disclosure of the Initial Consortium Proposal.

Also on August 7, 2022, Honigman was granted access to a virtual data room of the Company.

On August 8, 2022, the Board, by resolutions, confirmed that each member of the Special Committee remained independent: (i) under the independence standards for directors who serve on an audit committee of a board of directors established by the Exchange Act, and the rules and regulations of the SEC thereunder, (ii) pursuant to the rules and regulations by the NYSE, and (iii) as a matter of RMI law. The Board authorized the Special Committee to: (i) consider, review, evaluate and analyze any potential conflicts of interest (“Potential Conflicts”) among or between the members of the Consortium and the Company and the Target Shareholders arising in connection with the Proposed Transaction; (ii) perform appropriate due diligence on and valuation analyses with respect to the Proposed Transaction; (iii) consider, review, evaluate and analyze the terms and conditions of the Proposed Transaction; (iv) negotiate the terms and conditions and any documentation of the Proposed Transaction directly with the members of the Consortium and the counsel and advisor to each of them, as the Special Committee deemed necessary or appropriate, in its sole discretion; (v) review and make such investigation of potential alternatives to the Proposed Transaction, including maintaining the status quo, as the Special Committee deemed necessary or appropriate, in its sole discretion; (vi) consult with, advise and/or direct Management in connection with discussions and/or negotiations concerning potential terms and conditions of the Proposed Transaction; (vii) determine whether the Proposed Transaction is in the best interest of the Target Shareholders; and (viii) determine whether to approve, and to recommend that the Board and the Target Shareholders approve, the Proposed Transaction. The Board further resolved that it would not approve or recommend the Proposed Transaction or any definitive agreement with respect thereto without a prior favorable recommendation of such action by the Special Committee. The Special Committee was further formally delegated authority to retain such independent professional advisors (including attorneys and investment bankers) as it deemed necessary or appropriate in the exercise of its business judgment to assist it in connection with the fulfillment of its duties. Finally, the Board authorized customary compensation for each member of the Special Committee consisting of a retainer of $30,000 upon formation of the Special Committee and $30,000 for each month thereafter until the earliest of the dissolution of the Special Committee, the closing of the Proposed Transaction, and the abandonment of the Proposed Transaction.

From time to time from and after August 8, 2022, including at meetings of the Special Committee held on August 8 and August 9, 2022, attended by representatives of Gibson Dunn and Management, at the request of the Special Committee, Management provided the Special Committee with reactions and feedback received from shareholders, other stakeholders and customers of the Company with respect to the Proposed Transaction. Following its engagement by the Special Committee on August 15, 2022, the Special Committee’s financial advisor, Morgan Stanley, also received reactions and feedback from several shareholders and shared such information with the Special Committee. Although the Special Committee took note of such reactions and feedback during its review and negotiation of the Proposed Transaction, the Special Committee made its own independent determinations on value and negotiating strategy.

On August 9 and 10, 2022, the Company issued its earnings release for the second quarter 2022 and held an earnings call. On August 12, 2022, the Company filed a Form 6-K that included its related quarterly report (including financial statements) for the second quarter 2022.

On August 10, 2022, the Special Committee held two meetings attended by representatives of Gibson Dunn and Morris Nichols. At the first meeting, the participants discussed, among other things, certain diligence matters, including with respect to the terms of the Preferred Shares and the Company’s debt instruments, as well as protocols with respect to the Special Committee’s consideration of the Proposed Transaction and related matters, including those relating to diligence and confidentiality. Following discussion, the Special Committee

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agreed with the proposed protocols. In furtherance of those protocols, on August 11, 2022, the Special Committee instructed Management to cease all communications on behalf of the Company with members of the Consortium relating to the Proposed Transaction and to close the virtual data room that had been made available to ONE and its advisors and Honigman following the Initial Consortium Proposal. ONE’s and its advisors’ and such other Consortium members’ and their advisors’ access to the virtual data room was subsequently revoked.

At the second Special Committee meeting held on August 10, which was also attended by members of Management, Management reported to the Special Committee regarding the discussion of the Initial Consortium Proposal on the earnings call held earlier in the day, as well as trading volume of the Common Shares.

On August 11 and 12, 2022, the Special Committee met to interview representatives of Financial Advisor A, Financial Advisor B, and Morgan Stanley to potentially serve as financial advisor to the Special Committee in connection with the Proposed Transaction. Representatives of Gibson Dunn and Morris Nichols attended each such interview. The Special Committee determined to interview each of Financial Advisor A, Financial Advisor B, and Morgan Stanley based upon their experience and expertise in the shipping industry and M&A transactions. Each potential financial advisor provided analysis to the Special Committee with respect to the Initial Consortium Proposal, the Company’s business and outlook and industry conditions, and also provided initial confirmation regarding their independence in connection with any potential service as a financial advisor to the Special Committee.

On August 14, 2022, Mr. Sokol, on behalf of the Consortium, advised the Special Committee that the Consortium had prepared a draft merger agreement and requested the ability to complete confirmatory diligence pending the Special Committee’s assessment of the Initial Consortium Proposal.

At a meeting held on August 14, 2022 and attended by representatives of Gibson Dunn and Morris Nichols, the Special Committee determined to engage Morgan Stanley as its financial advisor with respect to the Proposed Transaction, subject to entry into an engagement letter on terms to be negotiated between the Special Committee and Morgan Stanley. The Special Committee’s decision was based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the industries in which the Company operates, its knowledge of the Company’s business and affairs, its independence, and its fee proposal (which fee arrangement is described in the section entitled “—Opinion of the Financial Advisor to the Special Committee”). Such an engagement letter was subsequently negotiated and entered into on September 8, 2022. The Special Committee and representatives of Gibson Dunn and Morris Nichols also discussed at this meeting certain issues and considerations in the evaluation and negotiation of the Proposed Transaction, including the request regarding diligence received from Mr. Sokol on behalf of the Consortium earlier that day.

On August 15, 2022, a representative of Party B indicated to Management, including Mr. Chen, that Party B may be interested in making an offer for the Target Shares. Management informed the Special Committee of this indication the same day, following which Party B was directed to reach out to Morgan Stanley. Also on August 15, Mr. Pitts-Tucker responded to Mr. Sokol’s August 14 communication, informing him that the Special Committee had engaged Morgan Stanley as financial advisor and Gibson Dunn and Morris Nichols as legal advisors.

On August 15, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley, to discuss next steps. At this meeting, the Special Committee approved the engagement of a public relations advisor, and directed Gibson Dunn and Morris Nichols to arrange such engagement. Following such direction, Joele Frank, Wilkinson Brimmer Katcher (“Joele Frank”) was engaged as a public relations advisor.

Later that day, Gibson Dunn and Morris Nichols had a call with Honigman, legal counsel to Mr. Sokol and Poseidon, during which Honigman informed Gibson Dunn and Morris Nichols that: (i) Fairfax had engaged Torys, Washington had engaged K&L, and ONE had engaged L&W (L&W, together with Torys, K&L and Honigman, the “Consortium Counsels”), as their respective legal counsels; (ii) ONE had engaged Citi as its

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financial advisor; and (iii) Mr. Sokol would be representing the Consortium in the negotiations and related matters and would like to speak with Morgan Stanley to discuss next steps. Also during this call, Honigman was informed that the Special Committee was not prepared at that time to allow the Consortium to complete confirmatory diligence. At various points from and after August 15, 2022, Gibson Dunn and Morris Nichols had calls with Honigman to discuss the process relating to the Proposed Transaction.

On August 16, 2022, representatives of Nippon Yusen Kaisha (“NYK”), an indirect shareholder of ONE, in its capacity as a customer of Seaspan, engaged in a site visit and a meeting to discuss Seaspan operations and safety topics in Vancouver with representatives of the Company. These meetings had been scheduled on May 19, 2022 as part of the Company’s process of attending to Seaspan’s ongoing customer relationship with ONE and its affiliates and was unrelated to the Proposed Transaction. Consistent with the protocols discussed at the meeting of the Special Committee held on August 10, 2022, Management was instructed to hold this meeting as an ordinary course customer discussion, and not to discuss the Proposed Transaction. Following this meeting, a dinner was held and attended by, among others, Mr. Tomoyuki Koyama, a Senior Managing Executive Officer of NYK, Mr. Kyle Washington, and Mr. Chen.

On August 16, 2022, at a meeting of the Special Committee attended by representatives of Gibson Dunn, Morris Nichols, Morgan Stanley and Management, Management discussed the business plan of the Company with the Special Committee and representatives of Gibson Dunn, Morris Nichols and Morgan Stanley, including, among other things, Management’s view of the financial outlook of the Company, industry and market risks, and the business strategy of the Company.

Also on August 16, 2022, Management provided to Morgan Stanley the August Seaspan Projections, as defined in the section of this proxy statement captioned “Special Factors—Unaudited Financial Projections of the Company”. The August Seaspan Projections were substantially similar to the August Board Projections, but updated to reflect the closing of a $500 million private placement debt financing; however, such update did not impact cash flows and so did not impact any valuation of the Company on an unlevered basis. From August 16, 2022 through the end of September 2022, Morgan Stanley had various meetings with Management to discuss financial projections of the Company.

On August 18, 2022, the Company issued a press release confirming the formation of the Special Committee, and disclosing that the Special Committee had already retained Morgan Stanley as its financial advisor and also had already retained legal counsel.

From time to time during its meetings held between August 18, 2022 and October 11, 2022, the Special Committee considered whether to reach out to parties who were not Consortium members to gauge their interest in any alternative transaction to the Proposed Transaction. The Special Committee determined not to engage in such outreach (other than with respect to Party B, as noted below), taking into account, among other things: (i) that the Proposed Transaction, and existence of the Special Committee and its financial advisor, were publicly announced, (ii) that members of the Consortium, in their capacity as shareholders of the Company and holding 69.8% of the voting power, had stated that they were not interested in selling their Common Shares to another party, and (iii) the Special Committee’s desire to focus on its analysis of the Initial Consortium Proposal.

On August 20, 2022, Mr. Sokol requested that the Special Committee allow the Consortium to complete its confirmatory diligence by September 6, 2022, noting particularly a desire to complete diligence on certain debt and lease agreements of the Company.

On August 22, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley to discuss next steps, including whether to allow the Consortium members access to confirmatory diligence. At that meeting, representatives of Morgan Stanley reported on the status of its own review and financial analyses with respect to the Company’s business and outlook, as well as the anticipated

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timing of the Special Committee meeting to review the financial projections of the Company. The Special Committee determined not to provide the Consortium access to diligence materials at that time.

On August 23, 2022, representatives of Gibson Dunn and Morris Nichols distributed guidelines to Management regarding certain communication and information-sharing protocols during the pendency of the Special Committee’s process (the “August 23 Guidelines”). The August 23 Guidelines acknowledged that the Company has a limited number of customers and that, to carry on the business of the Company in the ordinary course, Management must engage in discussions with such customers, including ONE. Accordingly, the August 23 Guidelines permitted such ordinary course discussions with ONE, so long as they were handled in a manner consistent with other customer discussions and with past practice, were limited to operational matters, and did not include discussions of the Proposed Transaction or any alternatives, or of any terms of the rollover of Common Shares by existing Common Shareholders or post-transaction roles of Management.

On August 25, 2022, Morgan Stanley provided Gibson Dunn and Morris Nichols with a relationship disclosure identifying prior or current engagements or relationships between Morgan Stanley, on the one hand, and the Company, certain members of the Consortium, and their respective affiliates, on the other, which relationship disclosure was forwarded by Gibson Dunn and Morris Nichols to the Special Committee on August 26, 2022.

Also on August 25, 2022, as authorized by the Special Committee, Morgan Stanley held a conference with Mr. Sokol and Citi with respect to the process relating to the Proposed Transaction.

On August 26, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn and Morris Nichols. Morris Nichols reviewed with the Special Committee fiduciary duties of directors under Delaware law which R&S advised are applicable to companies formed in the RMI. The Special Committee discussed the relationships disclosure provided by Morgan Stanley, and following such discussion, reaffirmed its determination to engage Morgan Stanley as financial advisor. Following such determination, representatives of Morgan Stanley joined the meeting and reported on their call with Mr. Sokol and Citi on August 25, 2022, as well as on communications from Party B and purported holders of Common Shares with respect to the Proposed Transaction. The representatives from Morgan Stanley then reviewed with the Special Committee certain materials prepared for the meeting, including with respect to the August Seaspan Projections. Specifically with respect to the August Seaspan Projections, representatives of Morgan Stanley discussed with the Special Committee the key forecast assumptions underlying such projections and key themes that could impact whether Seaspan’s actual results exceed or miss the August Seaspan Projections, including: (i) Seaspan’s size relative to its peers; (ii) the impact of regulatory focus on decarbonization and Seaspan’s decarbonization strategy; (iii) the possibility that containership liner customers would acquire their own tonnage in light of increased liner profitability; (iv) the impact of slowing global GDP, and rising inflation and interest rates, on Seaspan’s business; and (v) uncertainty regarding the future re-contracting of vessels on existing long-term charters.

On August 30, 2022, Management provided to Morgan Stanley the APR Projections, as defined in the section of this proxy statement captioned “Special Factors—Unaudited Financial Projections of the Company”.

On August 31, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley, at which meeting, among other things, Morgan Stanley reported on the status of the review and financial analyses by Morgan Stanley with respect to the Proposed Transaction. Morgan Stanley also discussed its interactions with Citi, Mr. Sokol, and the financial advisor to Party B, each of which occurred with the authorization of the Special Committee.

On September 2, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley, at which meeting Morgan Stanley reviewed materials evaluating the Proposed Transaction, which included the August Seaspan Projections, the APR Projections, and preliminary valuations of the Company, Seaspan and APR. With respect to the APR Projections, representatives of Morgan

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Stanley discussed with the Special Committee the key forecast assumptions underlying such projections and, with respect to the August Seaspan Projections, Morgan Stanley reviewed certain sensitivity analyses that could increase or decrease implied equity values. Those sensitivity analyses varied the assumptions in the August Seaspan Projections with respect to: (i) discounts to charter rates observed by the shipping industry for Seaspan’s existing fleet and for its projected “growth” fleet; (ii) assumed utilization rates; (iii) useful life of Seaspan vessels for both conventional and liquified natural gas vessels; (iv) the cost to build new vessels; and (v) scrap value of Seaspan vessels at the end of their useful lives. The Special Committee then discussed with its advisors potential responses to the Initial Consortium Proposal. After such discussion, the members of the Special Committee unanimously: (i) agreed to reject the Initial Consortium Proposal, noting that an increase in the purchase price would be required for the Special Committee to continue its consideration of the Proposed Transaction (the “Special Committee Response”) and (ii) directed Morgan Stanley to orally deliver the Special Committee Response to the Consortium on behalf of the Special Committee. The Special Committee also requested that Morgan Stanley prepare a discounted equity valuation analysis.

On September 4, 2022, Morgan Stanley spoke with Citi and Mr. Sokol and delivered the Special Committee Response on behalf of the Special Committee, highlighting the contracted revenue stream and new build order book of the Company, which Morgan Stanley stated yields a cash flow profile for Seaspan that produces value in excess of the Initial Consortium Proposal. During the course of the discussion, Morgan Stanley also offered to meet with the Consortium to discuss perspectives on the Company and the Initial Consortium Proposal.

On September 6, 2022, Morris Nichols sent to Honigman a form of non-disclosure agreement (the “Consortium NDA”).

On September 7, 2022, Morgan Stanley provided to the Special Committee materials containing an illustrative discounted equity value analysis of the Company, assuming aggregate value to Adjusted EBITDA multiples of 7.0x, 8.0x and 9.0x, as requested by the Special Committee at its September 2nd meeting. On the same day, Morgan Stanley, as authorized by the Special Committee, met both in person and virtually with members of the Consortium and Citi. During this meeting, representatives of Morgan Stanley communicated to the Consortium views as to why the Company was favorably positioned relative to industry trends, including with respect to Seaspan’s current contracted revenue, the age and size of Seaspan’s fleet, and Seaspan’s carbon reduction strategy. In addition, Morgan Stanley indicated that some of the valuation analyses it was reviewing with the Special Committee included ranges that, at the high end, were substantially above the price being proposed by the Consortium. Mr. Sokol conveyed to Morgan Stanley on behalf of the Consortium views on potential risks to execution of the Company’s business plan, including those arising from significant adverse trends in the shipping and freight business, recently rising inflation and interest rates, capital market volatility, and potential geopolitical risks. Mr. Sokol expressed that, in light of these declining market conditions and industry and business risks, he did not believe that the Consortium would be supportive of a substantially higher price than the amount in the Initial Consortium Proposal.

The Special Committee held a meeting on September 8, 2022, attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley. At this meeting, representatives of Morgan Stanley reviewed with the Special Committee their discussions with the Consortium the day prior. The Special Committee instructed Morgan Stanley to review with Mr. Chen the potential impact of the market and industry developments cited by Mr. Sokol on the Company’s business plan and its future prospects. As instructed by the Special Committee, Morgan Stanley spoke with Mr. Chen later that day.

During the week of September 5, 2022, following discussions with Management about various operational matters, the Special Committee requested that Morgan Stanley prepare additional sensitivity analyses for the Special Committee’s review to model the removal of the New Build Vessels from the August Seaspan Projections (the “Vessel Removal Sensitivity”) and to reflect an incremental 100 basis point (“bps”) increase in operating expenses and SG&A per year (the “Inflation Sensitivity”).

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On September 10, 2022, representatives from Morgan Stanley spoke with Party B’s financial advisors to discuss Party B’s interest in a potential transaction with the Company. Party B’s financial advisors mentioned that Party B remained interested in a potential transaction and was closely monitoring developments.

On September 11, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley, at which meeting Morgan Stanley reviewed with the Special Committee the results of the additional sensitivity analyses requested by the Special Committee. In addition, representatives of Morgan Stanley reported on their meeting with Mr. Chen on September 8, 2022. Following discussion, the Special Committee members determined to schedule a meeting between themselves and Mr. Chen to discuss further the Company’s business plan. The Special Committee also requested that Morgan Stanley perform an updated illustrative discounted equity value analysis of the Company that would include an aggregate value to Adjusted EBITDA multiple of 8.3x and reflect the Vessel Removal Sensitivity and the Inflation Sensitivity.

On September 12, 2022, and September 14, 2022, as authorized by the Special Committee, Morgan Stanley spoke with Citi, during which Morgan Stanley reiterated the Special Committee’s view that the Initial Consortium Proposal was inadequate and encouraged the Consortium to provide any views to the Special Committee that would enhance the Initial Consortium Proposal.

On September 13, 2022, the Special Committee members spoke with Mr. Chen to discuss the Company’s business and outlook and industry conditions. Also on September 13, 2022, Gibson Dunn and Morris Nichols had a call with Honigman with respect to the Proposed Transaction process. Following this discussion, representatives of Honigman requested that Gibson Dunn and Morris Nichols work with them to arrange a meeting of principals and advisors to discuss the Proposed Transaction and understand where differences in value may lie.

On September 15, 2022, Seaspan issued a press release announcing that, due to certain conditions in the contracts regarding the New Build Vessels not being fulfilled by the counterparty, the contracts for the New Build Vessels had become null and void.

On September 16, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley, at which meeting Morgan Stanley reviewed with the Special Committee the updated illustrative discounted equity value analysis of the Company requested by the Special Committee at its meeting on September 11, 2022. In addition, (i) Morgan Stanley reported on their discussions with Citi on September 12, 2022 and September 14, 2022, (ii) Gibson Dunn and Morris Nichols reported on their discussions with Honigman on September 13, 2022, and (iii) the members of the Special Committee reported on their discussions with Mr. Chen on September 13, 2022. After discussion, the members of the Special Committee unanimously agreed that, on behalf of the Special Committee, Morgan Stanley should contact Citi, and Gibson Dunn and Morris Nichols should contact Honigman, in each case, to arrange a meeting among the Special Committee, the members of the Consortium, and their respective advisors to discuss the Proposed Transaction, and that, during such call, the Special Committee would reiterate the Special Committee’s rejection of the Initial Consortium Proposal and note that an increase in the purchase price would be required for the Special Committee to continue its consideration of the Proposed Transaction. Such contacts occurred later that day.

On September 20, 2022, the Special Committee and its advisors had a meeting with the members of the Consortium and their respective advisors, during which the Special Committee reiterated the Special Committee’s rejection of the Initial Consortium Proposal, noting that an increase in the purchase price would be required for the Special Committee to continue its consideration of the Proposed Transaction. Following this meeting, as authorized by the Special Committee, Morgan Stanley spoke with Citi to review the discussion between the Consortium and the Special Committee, and Gibson Dunn and Morris Nichols had a call with Honigman during which Honigman reiterated to Gibson Dunn and Morris Nichols the Consortium’s request for additional due diligence materials.

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On September 21, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn and Morgan Stanley to discuss next steps, at which meeting Gibson Dunn reported on the call Gibson Dunn and Morris Nichols had with Honigman on September 20, 2022. Among other things, the Special Committee considered possible responses and next steps. After such discussion, the Special Committee members agreed that, on behalf of the Special Committee, Morgan Stanley should contact Citi and Mr. Sokol, and Gibson Dunn and Morris Nichols should contact Honigman, in each case, to relay that: (i) the Special Committee had not changed its position that an increase in the purchase price would be required for the Special Committee to continue its consideration of the Proposed Transaction; and that (ii) should there be an increase in the purchase price proposed by the Consortium in the Proposed Transaction, the Special Committee would consider the provision of additional due diligence materials reasonably requested by the Consortium, subject to execution of a non-disclosure agreement. Morgan Stanley spoke with Citi later that day and with Mr. Sokol the following day, and Gibson Dunn spoke with Honigman on the following day, in each case, to relay the message as instructed by the Special Committee. Over the course of the next several days, the Special Committee, with its advisors, discussed potential press releases that would update Company shareholders on the status of the Special Committee’s consideration of the Proposed Transaction, including in the event that discussions between the Special Committee and the Consortium were terminated.

On September 23, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley to discuss next steps. At the meeting, representatives of Morgan Stanley reported on the discussions Morgan Stanley had with Citi and Mr. Sokol, and representatives of Gibson Dunn reported on the call Gibson Dunn had with Honigman. After discussion, the members of the Special Committee unanimously agreed, in an effort to determine if the Consortium would be willing to increase the purchase price for the Proposed Transaction: (i) to make a counterproposal that the Consortium would acquire all of the Target Shares for $17.50 per Common Share payable in cash (the “Committee Counterproposal”); and (ii) that, on behalf of the Special Committee, Morgan Stanley should orally deliver the Committee Counterproposal to Citi and Mr. Sokol, which Morgan Stanley did later that day. In reaching its decision to make this specific counterproposal, the Special Committee took into account: (i) the deteriorating conditions since the Initial Consortium Proposal was made in the industry in which the Company and Seaspan operate specifically (including declines in container shipping rates) and the broader global markets generally, and in the trading price of the stock of a number of the Company’s peer companies; (ii) the potential upsides of the Company’s business plan and the significant risks to business plan execution that the Company faced; (iii) the current and historic trading prices of the Common Shares; (iv) the fact that no alternative transactions had been proposed to the Company since the Initial Consortium Proposal was made public on August 4, 2022; and (v) the financial analyses previously presented by Morgan Stanley to the Special Committee. The Special Committee also took into account its belief that continued uncertainty about whether a transaction would occur was damaging to the Company’s business and to the interests of the Unaffiliated Shareholders. Accordingly, the Special Committee sought to make a counterproposal that would bring negotiations to a prompt conclusion, either through pursuing a transaction with an understanding on value or the termination of discussion. The Special Committee concluded that counter-offering with a specific per share price was necessary to determine whether the Consortium was willing to propose a higher price that the Special Committee might be willing to support, as its efforts to date to obtain a higher price from the Consortium by stating only that the $14.45 per share price was inadequate had not been successful. In making this counterproposal, the Special Committee determined to propose an amount that it believed took into account the deteriorating market conditions but was nonetheless at the higher end of a range of potential counterproposals the Special Committee believed could result in the Consortium increasing the per Common Share price it would be willing to pay.

On September 24, 2022, Morgan Stanley provided to the Special Committee materials evaluating the Proposed Transaction. These materials provided an updated illustrative discounted cash flow sensitivity analysis for Seaspan and APR and an updated illustrative discounted equity value analysis for APR to reflect, in addition to the Vessel Removal Sensitivity and the Inflation Sensitivity with respect to Seaspan, sensitivities to the APR Projections to reflect turbine utilization rates of 70% and 50%, as compared to 75% in the APR Projections.

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On September 26, 2022, the Consortium sent a letter to the Special Committee, that the Consortium subsequently attached to a press release issued the same day, increasing its offer from $14.45 to $15.50 per Common Share (the “Revised Consortium Proposal”) and stating that, if the Special Committee did not approve the Revised Consortium Proposal, the Consortium would withdraw the Proposed Transaction. The letter conveying the Revised Consortium Proposal requested that the Special Committee consider the Revised Consortium Proposal in the context of continued pressure on the global macroeconomy, financial markets and the Company’s operating environment, highlighting specifically: (i) a weak macroeconomic environment and the rising cost of capital; (ii) charter rate declines; (iii) record vessel deliveries in the near-term; (iv) substantial recurring capital expenditures for vessel refurbishment or replacement; (v) high customer concentration; and (vi) that the turnaround of APR remains in an early stage. The press release stated that the increased bid price represented the Consortium’s “final and best offer.”

On September 27, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley to discuss the Revised Consortium Proposal, at which meeting representatives of Morgan Stanley reviewed materials evaluating the Revised Consortium Proposal. Among other things, it was observed that the trading price of the stock of the companies identified as the Company’s container lessor peers had decreased by an average of 17.4% since the announcement of the Initial Consortium Proposal and that 2022 year-to-date container shipping rates had decreased by 26%, 48%, and 50% for 9,000, 4,400, and 3,500 TEU container ships, respectively. After such discussion, the members of the Special Committee unanimously agreed that: (i) on behalf of the Special Committee, Morgan Stanley should contact Mr. Sokol to inform the Consortium and Citi that the Special Committee was evaluating the Revised Consortium Proposal, which Morgan Stanley did on September 28, 2022; and (ii) that, given uncertainty amongst shareholders, employees and customers, a press release reflective of the same message should be issued by the Company.

On September 28, 2022, the Company issued a press release confirming receipt of the Revised Consortium Proposal, and stating that, following receipt of the Revised Consortium Proposal, the Special Committee had informed the Consortium that, working with its advisors, it was evaluating the Revised Consortium Proposal.

Also on September 28, 2022, Management provided to Morgan Stanley the September Seaspan Projections, as defined in the section of this proxy statement captioned “Special Factors—Unaudited Financial Projections of the Company”. The September Seaspan Projections reflected: (i) the cancellation of the New Build Vessels; (ii) accelerated delivery of one container liner ship; and (iii) updated charter rates.

On October 3, 2022, Mr. Sokol reached out to Morgan Stanley requesting a response to the Revised Consortium Proposal.

On October 4, 2022, Morgan Stanley spoke with Party B’s financial advisors to discuss Party B’s interest in a potential transaction. Party B’s financial advisors did not disclose any change from Party B’s prior position.

On October 5, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols and Morgan Stanley to discuss potential responses to the Revised Consortium Proposal, at which meeting representatives of Morgan Stanley reviewed materials evaluating the Revised Consortium Proposal that reflected, among other things, the September Seaspan Projections and updated preliminary valuations of the Company, Seaspan and APR. Following deliberation, the members of the Special Committee advised Morgan Stanley, Gibson Dunn, and Morris Nichols that they were prepared to potentially support the $15.50 per Target Share offer in the Revised Consortium Proposal, provided that the Consortium committed to allow the Company to declare and pay the Company’s regular third quarter and fourth quarter shareholder dividends either in the ordinary course or via special dividend, depending on timing of the Proposed Transaction, and agreed to certain other terms of the Proposed Transaction that would provide closing certainty. After discussion, the members of the Special Committee unanimously agreed that: (i) on behalf of the Special Committee, Morgan Stanley should contact each of Mr. Sokol and Citi with the Special Committee’s conditional response to the Revised Consortium Proposal; and (ii) in the event that Morgan Stanley received positive feedback in its discussions with Mr. Sokol

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and Citi, Gibson Dunn and Morris Nichols should contact Honigman to commence next steps with respect to the Proposed Transaction. Morgan Stanley contacted Mr. Sokol and Citi as instructed by the Special Committee on the same day to report the Special Committee’s conditional response to the Revised Consortium Proposal, in response to which Mr. Sokol indicated he believed there was a basis to proceed to a transaction. Morgan Stanley then reported to the Special Committee such response. Subsequently, Gibson Dunn and Morris Nichols had a series of interactions with Honigman with respect to the Proposed Transaction.

Later that day, Gibson Dunn, Morris Nichols, and Morgan Stanley received a draft of a press release proposed to be issued by Poseidon on behalf of the Consortium regarding the Special Committee’s response to the Second Consortium Proposal (the “Consortium Press Release”). On the same day, Morgan Stanley, Gibson Dunn and Morris Nichols discussed the proposed Consortium Press Release with Honigman, Citi and Mr. Sokol.

On October 6, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols, Morgan Stanley, and Joele Frank to discuss next steps. At that meeting, representatives of Morgan Stanley reported on their calls with Mr. Sokol and Citi, and representatives of Gibson Dunn and Morris Nichols reported on their interactions with Honigman. The Special Committee and representatives of Gibson Dunn, Morris Nichols and Joele Frank also discussed the proposed Consortium Press Release and potential responses thereto by the Special Committee. After such discussion, the Special Committee members agreed that: (i) the Special Committee’s advisors should provide their comments to the Consortium Press Release; and (ii) the Special Committee’s advisors should prepare a draft of a press release to be issued by the Company following the issuance of the Consortium Press Release, for the Special Committee’s review. Later that day, Poseidon, on behalf of the Consortium, issued a press release stating that it believed it had made meaningful progress in its discussions with the Special Committee regarding the Revised Consortium Proposal, including the payment of all ordinary course third and fourth quarter 2022 dividends regardless of the timing of any closing.

Also on October 6, 2022, the Company issued a press release announcing the Board had declared the regular quarterly dividend on the Common Shares and Preferred Shares.

On October 6, 2022, the Company issued a press release, which was approved by the Special Committee, confirming that the Consortium and Special Committee have made meaningful progress in negotiation of a potential transaction at a per share cash price of $15.50, plus payment of all ordinary course third quarter and fourth quarter 2022 dividends regardless of the timing of any closing.

On October 7, 2022, Gibson Dunn received from the Consortium Counsels a draft merger agreement.

From October 10, 2022 through October 30, 2022, Morgan Stanley, Management, the Consortium, Citi, Gibson Dunn, Morris Nichols, and the Consortium Counsels had multiple interactions with respect to due diligence in connection with the Proposed Transaction, including with respect to the Consortium NDA, which interactions were authorized by the Special Committee.

On October 13, 2022, following authorization by the Special Committee, the Company and certain members of the Consortium executed the final version of the Consortium NDA, and the Company reopened the virtual data room to Citi and the Consortium Counsels.

Also on October 13, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols, and Morgan Stanley, at which meeting the Special Committee discussed with its advisors process updates, the draft merger agreement provided by the Consortium in connection with the Proposed Transaction, and next steps. At this meeting, the Special Committee members discussed again whether to reach out to parties who were not Consortium members to gauge their interest in any alternative to the Proposed Transaction. Among other things, representatives of Morgan Stanley: (i) observed that the Proposed Transaction, and existence of the Special Committee and identity of its financial advisor, had been publicly announced for approximately two months; (ii) provided a history of inbound communications from Party B; and (iii) described

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potential negative impacts that could result from reaching out to other parties who were not Consortium members on negotiating dynamics with respect to the Proposed Transaction. Following discussion, the Special Committee directed Morgan Stanley to reach out to Party B regarding the Proposed Transaction, but otherwise to focus on finalizing the Proposed Transaction.

On October 16, 2022, Gibson Dunn sent a revised merger agreement to the Consortium Counsels. Among other things, the revised draft made changes to: (i) provide the Company with additional operating flexibility under the covenant regarding its operation of the business between signing and closing; (ii) enhance the parties’ commitment to address and seek to resolve any regulatory obstacles that might arise; (iii) expand the Special Committee’s and the Board’s ability to address alternative acquisition proposals under certain circumstances; (iv) limit the instances in which a termination fee or expense reimbursement would be payable by the Company; and (v) enhance the remedies available to the Company, including specific performance. Over the next eight days, Gibson Dunn and Consortium Counsels had multiple calls to discuss and negotiate these issues and other terms and conditions of the merger agreement, and they exchanged additional drafts of the merger agreement. They also negotiated the terms, and exchanged drafts, of the additional transaction agreements, including the equity commitment letters, the rollover agreements, and the voting and support agreements.

On October 19, 2022, Management, the Consortium Counsels, Gibson Dunn, and Morris Nichols held a conference to address diligence matters, the draft merger agreement and other issues.

On October 21 and 22, 2022, the Consortium Counsels, Gibson Dunn, and Morris Nichols held conferences to further negotiate the terms of the draft merger agreement and to discuss diligence matters.

On October 22, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols, and Morgan Stanley, at which meeting, the Special Committee discussed with its advisors process updates, certain terms and conditions of the draft merger agreement, and next steps. Representatives of Morgan Stanley reported on their communications with the financial advisors to Party B, during which Party B’s financial advisors stated that they monitored the situation closely and concluded that they would not be taking any action at that time.

On October 26, 2022, the Consortium Counsels distributed to Gibson Dunn a revised draft of the merger agreement that added more detail around the provisions requiring the Company to obtain certain third-party consents or, in the absence of such consents, repay or refinance certain indebtedness, subject to specified financial parameters. Gibson Dunn, Morris Nichols, and the Consortium Counsels discussed these items at length during a number of calls.

On October 27, 2022, the Special Committee held a meeting attended by representatives of Gibson Dunn, Morris Nichols, and Morgan Stanley, at which meeting the Special Committee discussed with its advisors process updates and next steps. They also discussed in detail the current expected sources and uses of funds by and from the Consortium and the Company in connection with the third-party consent and debt repayment or refinancing provisions proposed by the Consortium in the prior day’s draft of the merger agreement, the potential impact of those provisions on deal certainty, and the merger agreement’s termination and remedy provisions. The Special Committee discussed a proposed approach to the remedies that would be available to Poseidon and the Company if the merger agreement were terminated under various circumstances and requested that Gibson Dunn and Morris Nichols provide the Consortium with that proposal.

Later that same day, as directed by the Special Committee, Gibson Dunn provided the Consortium Counsels with the proposal for contractual termination remedies under the merger agreement. As compared to the draft merger agreement originally prepared by the Consortium, the proposal reduced the amount of the termination fee that would be payable to the Consortium in certain circumstances (from approximately $160 million to $60 million), reduced the circumstances under which such termination fee would be payable, added a reverse termination fee that would be payable to the Company in certain circumstances, and revised the obligation to

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reimburse expenses to a mutual obligation, subject to a $17 million cap, that would apply in the event of a termination due to the other party’s breach.

On October 28, 2022, the Board held a meeting to review and approve third quarter 2022 financial results of the Company.

In the early morning of October 29, 2022, Gibson Dunn sent a revised draft of the merger agreement to the Consortium Counsels, which, among other things, proposed a compromise position regarding the parties’ obligations to resolve any regulatory obstacles that might arise, added the mutual, capped expense reimbursement obligation, and addressed certain other issues in the draft, including with respect to representations and warranties regarding Poseidon’s structure. The revised draft expressly left open the other termination remedies (pending the Consortium’s response to the proposal provided on October 27) and noted that the provisions regarding third-party consents and potential debt repayments and refinancings remained subject to further discussion, including with Management and the Special Committee.

Later that day, the Consortium Counsels advised Gibson Dunn and Morris Nichols that: (i) the Consortium would not agree to a reverse termination fee or any damage remedy where damages would be funded by members of the Consortium or their affiliates in the event of a termination of the merger agreement prior to a closing and (ii) the Consortium would agree to the proposal regarding the lower and more limited termination fee payable to the Consortium and the mutual expense reimbursement arrangement.

Also on October 29, 2022, the Special Committee held a meeting attended by representatives of Management, Gibson Dunn, Morris Nichols and Morgan Stanley. At that meeting, Management presented to the Special Committee Management’s assessment of the capitalization and liquidity of the Company in connection with the Proposed Transaction, including its assessment with respect to the Consortium’s proposed approach to required third-party consents and debt repayments and refinancings. The Special Committee discussed these matters with its advisors, as well as the Consortium’s response on the termination remedies proposal, considerations around deal certainty, the Company’s rights and options in the event of a breach of the merger agreement, certain other terms and conditions of the merger agreement, and next steps. The Special Committee instructed its advisors to continue negotiating the merger agreement and the other transaction agreements on the basis proposed by the Consortium with respect to termination remedies.

Later that same day, the Consortium Counsels sent Gibson Dunn a revised draft of the merger agreement that, among other things, rejected a number of the proposed changes to the regulatory approval obligations covenant previously proposed by the Company, but accepted the mutual expense reimbursement arrangement.

Between October 29 and 31, 2022, Gibson Dunn and the Consortium Counsels continued to negotiate the terms of the merger agreement and other transaction documents, focusing particularly on the provisions addressing required third-party consents and the terms of permissible debt repayments and refinancings, including the Consortium’s agreement to have the Company address the obligation to repay certain debt obligations that might be triggered by the closing of the Proposed Transaction after the closing, and the parties discussed the Company’s ability to fund such repayment obligations, including in light of the aggregate equity commitments proposed to be provided by the members of the Consortium and their affiliates. Discussion of potential debt repayment and refinancing matters, as well as the Company’s expected liquidity, included Morgan Stanley, Management, Mr. Sokol and Citi.

On October 31, 2022, the Special Committee held a meeting attended by representatives of Management, Gibson Dunn, Morris Nichols and Morgan Stanley. Management confirmed its assessment of the Company’s ability to obtain required third-party consents and repay or refinance indebtedness on the finally negotiated terms, and within the agreed time frames. After all representatives of Management left the meeting, Gibson Dunn reviewed the negotiated and agreed terms of the Merger Agreement and the other transaction agreements, highlighting in particular material changes from the drafts of the merger agreement previously provided to the

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members of the Special Committee. Following the presentation by Gibson Dunn, representatives of Morgan Stanley discussed materials regarding financial analyses with respect to the Proposed Transaction and delivered an oral opinion, confirmed by delivery of a written opinion dated October 31, 2022, to the Special Committee to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the Merger Consideration to be received by the Unaffiliated Shareholders pursuant to the Merger Agreement was fair, from a financial point of view, to the Unaffiliated Shareholders. After all representatives of Morgan Stanley left the meeting, Morris Nichols discussed with the Special Committee the Special Committee’s duties in connection with its exploration, consideration, review and evaluation of the Proposed Transaction and alternatives thereto. Thereafter, the Special Committee, by unanimous vote: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (a) advisable, fair to, and in the best interests of the Unaffiliated Shareholders and (b) substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 of the 1934 Act); and (ii) recommended that the Board (a) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of, the Unaffiliated Shareholders, (b) declare the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable, (c) authorize and approve the Merger Agreement, the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein and (d) recommend that the Company shareholders vote to approve and adopt the Merger Agreement in accordance with the MIBCA. The Special Committee also reviewed an updated relationship disclosure provided by Morgan Stanley dated as of October 31, 2022.

Following the receipt of the recommendations of the Special Committee discussed above, and acting in accordance with the recommendations of the Special Committee, at a meeting duly called and held on October 31, 2022, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Unaffiliated Shareholders, (ii) declared the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable, (iii) authorized and approved the Merger Agreement, the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iv) directed that the Merger Agreement be submitted to the Company’s shareholders for approval, and notice and a copy of the Merger Agreement be given to all shareholders of record whether or not entitled to vote, and (v) recommended that the Company’s shareholders vote to approve and adopt the Merger Agreement in accordance with the MIBCA.

On October 31, 2022, the Company, Poseidon and Merger Sub entered into the Merger Agreement. In addition, the members of the Consortium entered into a side letter in respect of the JBA, each of Fairfax, Washington and Mr. Sokol entered into a Rollover Agreement and Voting and Support Agreement and each of ONE, Deep Water Holdings and Mr. Sokol entered into an amended Equity Commitment Letter (collectively, the “Signing Consortium Agreements”). Furthermore, Mr. Chen entered into a Rollover Agreement on October 31, 2022.

On November 1, 2022, the Company issued a press release and filed a report on Form 6-K announcing the execution of the Merger Agreement. ONE also issued a press release announcing the execution of the Merger Agreement. Later that week, the Consortium members amended their Schedules 13D to reflect the execution of the Merger Agreement and the execution of the Signing Consortium Agreements.

Later on November 1, 2022, the Company issued earnings for the third quarter 2022. On November 21, 2022, the Company filed the related quarterly report and financial statements on Form 6-K.

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Reasons for the Merger; Recommendations of the Special Committee

As described in the section entitled “—Background of the Merger” of this proxy statement, the Board duly formed the Special Committee, consisting of Nicholas Pitts-Tucker, John C. Hsu, and Katharine A. Wade, each of whom was determined by the Board to be independent and disinterested for purposes of reviewing, evaluating and negotiating the Proposed Transaction and alternatives thereto. The Board authorized the Special Committee to: (i) consider, review, evaluate and analyze any Potential Conflicts arising in connection with the Proposed Transaction; (ii) perform appropriate due diligence on and valuation analyses with respect to the Proposed Transaction; (iii) consider, review, evaluate and analyze the terms and conditions of the Proposed Transaction; (iv) negotiate the terms and conditions and any documentation of the Proposed Transaction directly with the members of the Consortium and the counsel and advisor to each of them, as the Special Committee deemed necessary or appropriate, in its sole discretion; (v) review and make such investigation of potential alternatives to the Proposed Transaction, including maintaining the status quo, as the Special Committee deemed necessary or appropriate, in its sole discretion; (vi) consult with, advise and/or direct Management in connection with discussions and/or negotiations concerning potential terms and conditions of the Proposed Transaction; (vii) determine whether the Proposed Transaction is in the best interest of the Target Shareholders; and (viii) determine whether to approve, and to recommend that the Board and the Target Shareholders approve, the Proposed Transaction. The Board also resolved that it would not approve or recommend the Proposed Transaction without a prior favorable recommendation by the Special Committee. The Special Committee was authorized to retain such independent professional advisors (including attorneys and investment bankers) as it deemed necessary or appropriate in the exercise of its business judgment to assist it in connection with the fulfillment of its duties.

At a meeting of the Special Committee on October 31, 2022, the Special Committee, by unanimous vote, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (a) advisable, fair to, and in the best interests of the Unaffiliated Shareholders and (b) substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 under the Exchange Act); and (ii) recommended that the Board (a) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Unaffiliated Shareholders, (b) declare the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable, (c) authorize and approve the Merger Agreement, the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein and (d) recommend that the Company shareholders vote to approve and adopt the Merger Agreement in accordance with the MIBCA.

In evaluating the Proposed Transaction and reaching its determination and approval, the Special Committee considered information supplied by Management, consulted with its legal and financial advisors, and considered a number of factors. The Special Committee also consulted with its legal counsel regarding its authority and duties.

The Special Committee considered the following factors to be generally supportive in making its determination and recommendations to the Board (which are not necessarily listed in order of importance):

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As part of its deliberative process, the Special Committee considered the following factors to be generally negative or unfavorable in making its determination and the recommendations to the Board:

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The Special Committee also considered the following factors relating to the procedural safeguards that the Special Committee believed were and are present with respect to the fairness of the Proposed Transaction, which the Special Committee believes support its decision and provide assurance as to the procedural fairness of the Proposed Transaction to the Unaffiliated Shareholders:

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After taking into account all of the factors set forth above, as well as others, the Special Committee concluded that the potential benefits of the Proposed Transaction outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are (a) advisable, fair to, and in the best interests of the Unaffiliated Shareholders and (b) substantively and procedurally fair to the unaffiliated security holders (as defined in Rule 13e-3 under the Exchange Act).

The foregoing discussion of the information and factors considered by the Special Committee is not intended to be exhaustive, but includes material factors the Special Committee considered. In view of the variety of factors considered in connection with its evaluation of the Proposed Transaction and the complexity of these matters, the Special Committee did not find it useful, and did not attempt, to quantify or assign any relative or specific weights to the various factors considered in making its determination and granting its approval. In addition, each of the members of the Special Committee may have given differing weights to different factors. The Special Committee made its determination and recommendations based on the totality of information presented to, and the investigation conducted by, the Special Committee. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

Approval and Recommendations of the Company Board; the Company’s Position as to the Fairness of the Merger to Unaffiliated Shareholders

Following the receipt of the recommendations of the Special Committee discussed above, and acting in accordance with the recommendations of the Special Committee, the Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Unaffiliated Shareholders, declared the Merger Agreement and the transactions contemplated thereby, including the Merger, advisable, authorized and approved the Merger Agreement, the execution and delivery by the Company of the Merger Agreement, the performance by the Company of the covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, and recommended that the Company shareholders vote to approve and adopt the Merger Agreement and the transactions contemplated thereby in accordance with the MIBCA.

In determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interest of, the Unaffiliated Shareholders, and making its other determinations and recommendations, including the Merger, the Board considered a number of factors, including the following material factors:

In addition, under the SEC rules governing “going private” transactions, the Company, Poseidon, Merger Sub, the Consortium and Mr. Chen are engaged in a “going private” transaction and, therefore, are required to express their position as to the fairness of the Proposed Transaction to the Company’s “unaffiliated security holders,” as defined under Rule 13e-3 under the Exchange Act. The Board, on behalf of the Company, is making the following statements solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Board, on behalf of the Company, on the basis of the factors described above,

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believes that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was filed with the SEC) is both procedurally and substantively fair to unaffiliated security holders (as defined in Rule 13e-3 under the Exchange Act). The Board did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Shareholders for purposes of negotiating the terms of the Merger Agreement.

The Board expressly adopted the analysis of the Special Committee, among other factors considered, in the course of reaching its determination and recommendations discussed above under “—Reasons for the Merger; Recommendations of the Special Committee.”

Other than its review and adoption of the analysis of the Special Committee, the Board did not conduct a going-concern valuation of the Company in evaluating the Proposed Transaction because of its belief that the financial analyses presented by Morgan Stanley to the Special Committee, as more fully described below under “—Opinion of Financial Advisor to the Special Committee”, represented potential valuations of the Company as it continues to operate its business as a going concern. The Board did not consider net book value, which is an accounting concept, for purposes of reaching its determination and recommendations, because, in the Board’s view, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its determination and recommendations, the Board did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology.

The foregoing discussion is not intended to be exhaustive, but is intended to address the material information and principal factors considered by the Board in considering the Proposed Transaction. In view of the various factors and information considered, the Board did not find it practicable to, and did not, make specific assessments of, quantify or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, the Board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was determinative of its ultimate determination, and individual members of the Board may have given different weights to different factors. The Board made its recommendation based on the totality of information presented to, and the investigation conducted by, the Board. It should be noted that certain statements and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements.”

The Board unanimously recommends that the Company shareholders vote “FOR” the approval of the Merger Proposal.

Opinion of the Financial Advisor to the Special Committee

The Special Committee retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the exploration, consideration, review and evaluation of the proposal by Poseidon to acquire the Company and alternatives thereto. The Special Committee selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the industries in which the Company operates, and its knowledge of the Company’s business and affairs. At the meeting of the Special Committee on October 31, 2022, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of October 31, 2022, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in the written opinion, the Merger Consideration to be received by the Unaffiliated Shareholders pursuant to the Merger Agreement was fair from a financial point of view to the Unaffiliated Shareholders.

The full text of the written opinion of Morgan Stanley, dated as of October 31, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is

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attached to this proxy statement as Annex B and incorporated by reference in this proxy statement in its entirety. The summary of the opinion of Morgan Stanley in this proxy statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to read Morgan Stanley’s opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Special Committee, in its capacity as such, and addresses only the fairness from a financial point of view of the Merger Consideration to be received by the Unaffiliated Shareholders pursuant to the Merger Agreement as of the date of the opinion and does not address (i) the treatment of the Preferred Shares, the Restricted Shares, the Rollover Investment, the Rollover Agreements or the Rollover Shares or the consideration to be received by the holders of the Rollover Shares, the Restricted Shares or the Preferred Shares or (ii) the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Special Committee and the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. It was not intended to, and does not, constitute an opinion or a recommendation as to how the Company’s shareholders should vote with respect to the Merger at the Annual Meeting.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company, and that formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company’s management of the future financial performance of the Company. In addition, Morgan Stanley assumed that the Merger will be consummated in

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accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Poseidon will obtain financing in accordance with the terms set forth in the Commitment Letters, and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley’s opinion does not address (i) the treatment of the Preferred Shares, the Restricted Shares, the Rollover Investment, the Rollover Agreements or the Rollover Shares or the consideration to be received by the holders of the Rollover Shares, the Restricted Shares or the Preferred Shares or (ii) the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Special Committee and the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company, the Special Committee and their respective legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the Unaffiliated Shareholders in the transaction. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of October 31, 2022. Events occurring after October 31, 2022 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its opinion.

In arriving at Morgan Stanley’s opinion, except as otherwise instructed by the Special Committee, Morgan Stanley was not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving the Company, nor did Morgan Stanley negotiate with any of the parties, other than Poseidon, which expressed interest to Morgan Stanley in the possible acquisition of the Company.

Summary of Financial Analyses

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated October 31, 2022 to the Special Committee. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, 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. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and relied upon (a) (i) the September Seaspan Projections and (ii) the APR Projections (together with the September Seaspan Projections, the “Final Management Projections”) and (b) the consensus estimates of equity research analysts (the “Consensus Estimates”). The Final Management Projections are more fully described in the section of this proxy statement captioned “—Unaudited Financial Projections of the Company”. In accordance with direction from the Special Committee, Morgan Stanley utilized the Final Management Projections in its financial analyses described below.

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Certain of the following terms are used throughout this summary of financial analyses:

Public Trading Comparable Companies Analysis

Morgan Stanley performed public trading comparable companies analyses of (i) Seaspan on a standalone basis (the “Seaspan Comparable Companies Analysis”), (ii) APR on a standalone basis (the “APR Comparable Companies Analysis”), (iii) the Company on a sum-of-the-parts basis (the “SOTP Comparable Companies Analysis”) by combining the Seaspan Comparable Companies Analysis and the APR Comparable Companies analysis, as further described below, and (iv) the Company on a consolidated company basis. A public trading comparable companies analysis seeks to provide an implied value of a company or business by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for each of the Seaspan and APR segments with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics to Seaspan (the “Seaspan Comparable Companies”) and the APR segment (the “APR Comparable Companies” and, together with the Seaspan Comparable Companies, the “Comparable Companies”), including, among other things, similar operating characteristics and business models. The Comparable Companies were the following:

Seaspan Comparable Companies:

Containership Lessors:

Costamare Inc.

Danaos Corporation

Global Ship Lease, Inc.

SFL Corporation Ltd.

Other Lessors:

AerCap Holdings N.V.

GATX Corporation

Triton International Limited

Textainer Group Holdings Limited

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APR Comparable Companies:

Specialty Rental:

WillScot Mobile Mini Holdings Corp.

McGrath RentCorp

General Rental:

United Rentals, Inc.

Ashtead Group plc

H&E Equipment Services, Inc.

Herc Holdings Inc.

For purposes of these analyses, Morgan Stanley analyzed the ratio of aggregate value to Adjusted EBITDA (the “AV / Adj. EBITDA Multiple”), which for purposes of these analyses, (a) for the Company, Seaspan and APR, (x) for the Consolidated Comparable Company Analysis pertaining to the Consensus Estimates, were based on the median of publicly available equity analyst research estimates for the Company for fiscal years 2022 and 2023, and (y) otherwise, were based on the relevant forecasts for fiscal years 2022 and 2023 included in the Final Management Projections (as further described below); and (b) for the Comparable Companies, were based on publicly available consensus equity analyst research estimates for fiscal years 2022 and 2023. For purposes of its analyses, Morgan Stanley utilized publicly available financial information regarding the Comparable Companies as of October 28, 2022 (the last trading day prior to the day on which the Special Committee made its determination and recommendations to the Board).

The following is a list of the Comparable Companies, together with the applicable AV / Adj. EBITDA Multiples:

Seaspan Comparable Companies Analysis

Based on its analysis of the relevant metrics for each of the Seaspan Comparable Companies and taking into account the different business, financial and operating characteristics of the Seaspan Comparable Companies as compared to Seaspan, and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV / Adj. EBITDA Multiples for the fiscal years 2022 and 2023 and applied these ranges of multiples to estimates of fiscal years 2022 and 2023 Adjusted EBITDA for Seaspan of $1,056 million and $1,292 million, respectively, as set forth in the September Seaspan Projections. Morgan

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Stanley then calculated the estimated implied aggregate value for Seaspan (in each case rounded to the nearest $25 million) as follows:

APR Comparable Companies Analysis

Based on its analysis of the relevant metrics for each of the APR Comparable Companies and taking into account the different business, financial and operating characteristics of the APR Comparable Companies as compared to APR, and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV / Adj. EBITDA Multiples for the fiscal years 2022 and 2023 and applied these ranges of multiples to estimates of fiscal years 2022 and 2023 Adjusted EBITDA for APR of $42 million and $123 million, respectively, as set forth in the APR Projections. Morgan Stanley then calculated the estimated implied aggregate value for APR (in each case rounded to the nearest $25 million) as follows:

SOTP Comparable Companies Analysis

Morgan Stanley determined a range of implied aggregate values of the Company for fiscal year 2023 by first combining the low endpoints of the implied aggregate value ranges for Seaspan and APR segment for 2023 as calculated as described above (but without giving effect to rounding) to comprise the low endpoint, and combining the high endpoints of the implied aggregate value ranges for Seaspan and APR segment as calculated as described above (but without giving effect to rounding) to comprise the high endpoint. The resulting implied aggregate values of the Company were then reduced by the Company’s net debt as of September 30, 2022, as provided by the Company’s management (which included $6.21 billion of total debt (excluding operating leases) and preferred stock of 803.0 million, less cash and cash equivalents of $594.0 million) (which we refer to as “September 30, 2022 net debt”). Based on this analysis, and based on the outstanding Common Shares on a fully diluted basis as of October 30, 2022 as provided by the Company’s management, Morgan Stanley calculated a range of estimated implied values per Company Common Share (rounded to the nearest $0.25) as follows:

Consolidated Comparable Companies Analysis

Based on its analysis of the relevant metrics for each of the Comparable Companies and taking into account the different business, financial and operating characteristics of the Comparable Companies as compared to the Company, and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of AV / Adj. EBITDA Multiples for the fiscal years 2022 and 2023 and applied these ranges of multiples to (i) estimates of fiscal years 2022 and 2023 Consolidated Adj. EBITDA of $1,098 million and $1,416 million, respectively, which estimates were derived from the Final Management Projections and calculated as described above, and (ii) estimates of fiscal years 2022 and 2023 Adjusted EBITDA for the

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Company of $1,114 million and $1,236 million, respectively, as set forth in the Consensus Estimates. Based on this analysis, and based on the outstanding Common Shares on a fully diluted basis as of October 30, 2022 as provided by the Company’s management, Morgan Stanley calculated the estimated implied value per Common Share (in each case rounded to the nearest $0.25) as follows:

No company utilized in the public trading comparable companies analyses is identical to the Company, Seaspan, or APR. In evaluating the Comparable Companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the Company’s control. These include, among other things, the impact of competition on the Company’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using Comparable Company data.

Discounted Cash Flow Analysis

Morgan Stanley performed discounted cash flow analyses of (i) Seaspan on a standalone basis (the “Seaspan DCF Analysis”), (ii) APR on a standalone basis (the “APR DCF Analysis”) and (iii) the Company on a sum-of-the-parts basis (the “SOTP DCF Analysis”) by combining the Seaspan DCF Analysis and the APR DCF Analysis, as further described below. A discounted cash flow analysis is designed to provide an implied value of a company or business by calculating the present value of the estimated future unlevered cash flows and terminal value of such company or business. Morgan Stanley utilized estimates from the Final Management Projections for purposes of its discounted cash flow analyses, as more fully described below.

Seaspan DCF Analysis

Morgan Stanley performed a discounted cash flow analysis for Seaspan to calculate a range of implied aggregate values for Seaspan based on estimated present values of the unlevered free cash flows and terminal value of Seaspan as a standalone entity.

Morgan Stanley calculated the estimated unlevered free cash flow for Seaspan for the fourth quarter of 2022 and fiscal years 2023 through 2037, based on estimates set forth in the September Seaspan Projections. Unlevered free cash flow for the purpose of the Seaspan DCF Analysis was defined as Adjusted EBITDA less (i) depreciation and amortization and (ii) taxes (assuming no cash taxes paid at Seaspan, as directed by the Company’s management), to arrive at net operating profit after tax, plus depreciation and amortization, less capital expenditures, plus or minus changes in net working capital, and plus residual value.

Morgan Stanley also calculated a range of terminal values for Seaspan utilizing a perpetuity growth rate method. Morgan Stanley utilized perpetuity growth rates of 0.0% to 2.0%, which rates were selected upon the application of Morgan Stanley’s professional judgment and experience, and assumed terminal year capital expenditures of $1.5 billion based on direction from the Company’s management.

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Morgan Stanley then discounted the estimated unlevered free cash flows and terminal values, using a mid-year convention, to present values as of September 30, 2022, at a discount rate ranging from 7.3% to 7.9%, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of Seaspan’s weighted average cost of capital determined by the application of the capital asset pricing model. The resulting implied aggregate value of Seaspan was then adjusted for the present value of cash flows and further adjusted for the present value of terminal value.

Based on this analysis, Morgan Stanley calculated a range of estimated implied aggregate values for Seaspan (rounded to the nearest $25 million) of $9,250 million to $12,100 million.

APR DCF Analysis

Morgan Stanley performed a discounted cash flow analysis for APR to calculate a range of implied aggregate values for APR based on the estimated present values of the unlevered free cash flows and terminal value of APR as a standalone entity.

Morgan Stanley calculated the estimated unlevered free cash flow for APR for the fourth quarter of 2022 and fiscal years 2023 through 2026, based on estimates set forth in the APR Projections. Unlevered free cash flow for the purpose of the APR DCF Analysis was defined as Adjusted EBITDA less (i) depreciation and amortization and (ii) taxes (assuming a 25.0% cash tax rate for the projection period for APR, as directed by the Company’s management, to reflect tax assets and incentives), to arrive at net operating profit after tax, plus depreciation and amortization, less capital expenditures, and plus or minus changes in net working capital.

Morgan Stanley calculated a range of terminal values for APR utilizing a terminal exit multiple method, applying a range of aggregate value to last twelve months’ (“LTM”) Adjusted EBITDA multiples to the Adjusted EBITDA of APR as set forth in the APR Projections. Morgan Stanley utilized multiples of 5.00x to 6.50x, which multiples were selected upon the application of Morgan Stanley’s professional judgment and experience.

Morgan Stanley then discounted the unlevered free cash flows and terminal values, using a mid-year convention, to present values as of September 30, 2022, at a discount rate ranging from 8.8% to 10.2%, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of APR’s weighted average cost of capital determined by the application of the capital asset pricing model. The resulting implied aggregate value of APR was then adjusted for the present value of cash flows and further adjusted for the present value of terminal value.

Based on this analysis, Morgan Stanley calculated a range of estimated implied aggregate values for APR (rounded to the nearest $25 million) of $600 million to $775 million.

SOTP DCF Analysis

Morgan Stanley determined a range of implied aggregate values of the Company by first combining the low endpoints of the implied aggregate value ranges for Seaspan and APR segment as calculated as described above (before giving effect to rounding) to comprise the low endpoint, and combining the high endpoints of the implied aggregate value ranges for Seaspan and APR segment as calculated as described above (before giving effect to rounding) to comprise the high endpoint. The resulting implied aggregate values of the Company were then reduced by the Company’s September 30, 2022 net debt. Based on this analysis, and based on the outstanding Common Shares on a fully diluted basis as of October 30, 2022 as provided by the Company’s management, Morgan Stanley calculated a range of estimated implied values per Company Common Share (rounded to the nearest $0.25) of $12.00 to $22.25.

Precedent Transactions Multiples Analysis

Morgan Stanley performed a precedent transactions multiples analysis of (i) Seaspan on a standalone basis (the “Seaspan Precedent Transactions Analysis”), (ii) APR on a standalone basis (the “APR Precedent

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Transactions Analysis”), (iii) the Company on a sum-of-the-parts basis (the “SOTP Precedent Transactions Analysis”) by combining the Seaspan Precedent Transactions Analysis and the APR Precedent Transactions analysis, as further described below, and (iv) the Company on a consolidated company basis. A precedent transactions multiples analysis is designed to imply a value of a company or business based on publicly available financial terms of precedent transactions. Morgan Stanley selected such comparable transactions because they shared certain characteristics with the Merger, most notably because they were transactions with similar characteristics to the Merger in (i) the maritime industry and (ii) the general and specialty rental industries. For such transactions, Morgan Stanley noted the multiple of aggregate value of the transaction to the LTM Adjusted EBITDA of the target company (the “AV / LTM Adj. EBITDA Multiple”), based on publicly available information at the time of announcement of each such transaction.

The following is a list of the selected maritime transactions reviewed, together with the applicable AV / LTM Adj. EBITDA Multiples (the “Selected Maritime Transactions”):