Kensington Capital Advisors Inc. Announces Special Meeting of Unitholders of Kensington Private Equity Fund

TORONTO, Feb. 11, 2026 /CNW/ - Kensington Capital Advisors Inc. (the "Manager"), as trustee and manager of Kensington Private Equity Fund (the "Fund"), announced today that the board of directors of the Manager has approved a series of proposed changes to the terms of the Fund. The proposed changes are intended to position the Fund for long-term success in today's evolving private markets and will be considered and voted upon by unitholders of the Fund at a special meeting of unitholders (the "Meeting").

The Meeting will be held on March 25, 2026 at 10:00 a.m. (Toronto time) at the offices of Osler, Hoskin & Harcourt LLP, 1 First Canadian Place, Suite 6300, 100 King Street West, Toronto, Ontario.

At the Meeting, unitholders will be asked to approve a proposal to update certain terms of the Fund (collectively, the "Proposals"). The Proposals are intended to modernize the Fund's structure, enhance alignment between the Fund's liquidity profile and its underlying private market assets, and strengthen alignment between the Manager and unitholders.

The Proposals include:

• Updates to the redemption terms of the Fund to enhance alignment between the Fund's liquidity and the liquidity profile of its underlying private assets, by providing quarterly redemption rights to all units in an amount of approximately 5% of the outstanding units per calendar quarter, subject to the Fund's available cash and availability and limitations under the Fund's credit facilities, after taking into account the Fund's existing obligations and establishing appropriate reserves;
• Enabling the Manager to cancel the outstanding redemption requests for units which have been tendered for redemption prior to or during the current suspension of redemptions, in order to facilitate the implementation of the revised redemption framework on a fair and equitable basis;
• Simplification of the Fund's capital structure by redesignating the outstanding Class A Units, Class F Units and Class L Units into Class G Units, based on the relative net asset value of each class and eliminating such classes;
• Better alignment of the economic incentives of the Manager and unitholders of the Fund by disconnecting the payment of performance fee payable to the Manager from the payment of a distribution to all unitholders of the Fund, such that the Manager's entitlement to the performance fee shall be based entirely on net realized income and net realized capital gains received by the Fund without the requirement for a corresponding distribution to unitholders; and
• Certain related amendments to the Fund's declaration of trust to reflect the foregoing changes.

The Proposals are designed to provide, among other benefits, a more predictable and transparent redemption process, lower fees for certain unitholders, improved governance, and stronger long-term alignment between the Manager and unitholders of the Fund.

The board of directors of the Manager has determined that the Proposals are in the best interests of the Fund and its unitholders and recommends that unitholders vote FOR the Proposals. The Fund's advisory board has also provided a positive recommendation in favour of the Proposals.

Unitholders of record at the close of business on February 10, 2026 will be entitled to receive notice of, and vote at, the Meeting. Unitholders are encouraged to vote in advance of the proxy deadline of 5:00 p.m. (Toronto time) on March 23, 2026.

In order for the Proposals to become effective, they must be approved by at least two-thirds of the votes cast by unitholders voting together as a single class at the Meeting, in person or by proxy.

The Manager has elected to use the notice-and-access method for delivery of Meeting materials. A management information circular (the "Circular") will be prepared in connection with the Meeting and will provide detailed information regarding the Proposals, voting procedures and related matters. Unitholders may request a paper copy of the Circular at no cost, as described in the notice-and-access document, and may access the Circular in both English and French under the Fund's profile on SEDAR+ at www.sedarplus.ca.

About Kensington Capital Partners Limited

Founded in 1996, Kensington Capital Partners Limited is a Canadian alternative asset manager with offices in Toronto and Vancouver. Kensington's mission is to back good management teams to build great businesses, and in doing so, create top-performing investment solutions for investors. Kensington has assets under management of $2.2 billion, managed across several active funds covering venture capital, growth equity and mid-market buyouts. Kensington is a majority-owned subsidiary of AGF Capital Partners, part of AGF Management Limited, a $59 billion globally diverse asset management firm.

SOURCE Kensington Capital Advisors Inc.

Media Contact: Rui Hu, Marketing Director, [email protected]