SUMMARY
This summary highlights selected information from this Proxy Statement. It does not contain all of the information that is important to you. To
understand the Transaction more fully, and for a more complete legal description of the Transaction, you should read carefully the entire Proxy Statement, including the Annexes. The Scheme of Arrangement, substantially in the form attached as Annex
A to this Proxy Statement, is the legal document that governs the Scheme. The Holdings Constitution, substantially in the form attached as Annex B to this Proxy Statement, will govern Holdings following the Scheme becoming effective. We encourage
you to read those documents carefully.
Parties to the Transaction
Seagate. We are a leading provider of data storage technology and solutions. Our principal products are hard disk drives, commonly referred to
as disk drives, hard drives or HDDs. In addition to HDDs, we produce a broad range of data storage products including solid state drives (SSDs), solid state hybrid drives (SSHDs) and storage subsystems.
HDDs are devices that store digitally encoded data on rapidly rotating disks with magnetic surfaces. HDDs continue to be the primary medium of mass
data storage due to their performance attributes, reliability, high quality and cost effectiveness. Complementing existing storage architectures, SSDs use integrated circuit assemblies as memory to store data, and most SSDs use NAND flash memory. In
contrast to HDDs and SSDs, SSHDs combine the features of SSDs and HDDs in the same unit, containing a high-capacity HDD and a smaller SSD acting as a cache to improve performance of frequently accessed data.
Our HDD products are designed for mass capacity storage and legacy markets. Mass capacity storage supports high capacity, low-cost per terabyte storage applications, including nearline, video and image applications and network-attached storage. Legacy markets include mission critical, desktop, notebook, consumer, digital video
recorders and gaming applications. These markets were previously categorized as enterprise servers and storage systems, edge non-compute applications and edge compute applications. Our HDD and SSD product
portfolio includes Serial Advanced Technology Attachment, Serial Attached SCSI and Non-Volatile Memory Express based designs to support a wide variety of mass capacity and legacy applications.
Our enterprise data solutions portfolio includes storage subsystems for enterprises, cloud service providers,
scale-out storage servers and original equipment manufacturers. Engineered for modularity, mobility, capacity and performance, these solutions include our enterprise HDDs and SSDs, enabling customers to
integrate powerful, scalable storage within legacy environments or build new ecosystems from the ground up in a secure, cost-effective manner.
We
are a global corporation with offices, suppliers, customers and competitors on every continent and we employ approximately 40,000 people worldwide.
Holdings. Holdings is currently an Irish private company limited by shares which will be re-registered
as an Irish public limited company and, subject to the approval of the Registrar of Companies renamed Seagate Technology Holdings plc, prior to the Scheme of Arrangement becoming effective. Currently, all of Holdings issued ordinary shares are
held beneficially by an Irish corporate services provider. Holdings has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation,
re-registration as a public limited company and the Transaction. As of the Scheme Effective Date, Holdings will become the parent holding company of the Seagate group.
The principal executive offices of Seagate are located at 38/39 Fitzwilliam Square, Dublin 2, D02 NX53, Ireland. The telephone number of Seagate at
that address is +353 1 234 3136. The registered offices of Holdings are located at Arthur Cox Building, Earlsfort Terrace, Dublin 2, D02 T380, Ireland, and the telephone number at that address is 353-1-920 1000.
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SEAGATE TECHNOLOGY PLC
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2021 Proxy Statement
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