Seagate Technology (STX) PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.            )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Seagate Technology public limited company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

●, 2021

Dear Shareholders,

We are asking you to approve a transaction that will create additional distributable reserves. Having sufficient distributable reserves is required under Irish law for paying dividends or making other distributions to our shareholders. Under the terms of this transaction, a new Irish public limited company, Seagate Technology Holdings plc (“Holdings”), will serve as the publicly traded parent company of Seagate Technology plc (“Seagate”). Other than being a new parent holding company for the Seagate group of companies, Holdings will be identical to Seagate in all material respects.

To carry out this transaction, we have decided to effect a scheme of arrangement (the “Scheme of Arrangement” or the “Scheme”) under Irish law, which will result in the exchange of ordinary shares of Holdings for your ordinary shares in Seagate, the Irish company in which you currently hold shares, on a one-for-one basis. Upon the Scheme becoming effective, you will hold an identical number of ordinary shares in Holdings to the ordinary shares you held in Seagate (“Seagate Ordinary Shares”) immediately prior to the Scheme. The rights of such ordinary shares you will be issued in Holdings will be substantially identical to the rights of your Seagate Ordinary Shares. Please refer to the Holdings Constitution attached to the accompanying proxy statement (which is substantially the same as the current Seagate Constitution).

To effect the Scheme of Arrangement, Seagate will require both (i) your approval at a meeting of holders of Seagate Ordinary Shares convened by the Irish High Court (the “Court Meeting”), and, (ii) following that, the approval of the Irish High Court (the “Irish Court”). In addition, your approval of the Scheme will be required at a separate extraordinary general meeting of the holders of Seagate Ordinary Shares convened by Seagate (the “EGM”) which will immediately follow the Court Meeting.

As mentioned above, the purpose of the Transaction (as defined below) is to create additional distributable reserves to allow us to maintain our ability to make future distributions to our shareholders, including making dividend payments and effecting share redemptions and repurchases. The “Transaction” comprises the Scheme of Arrangement and the creation of distributable reserves in Holdings (the “Creation of Distributable Reserves”). We believe the Transaction is in our best interest and the best interests of our shareholders and will best help us accomplish our objectives.

Through the Transaction, we intend to create distributable reserves in Holdings effectively equal to the market capitalization of Seagate immediately prior to the time the Scheme becomes effective. As a matter of Irish law, the Scheme alone will not create distributable reserves in Holdings. To do this, following the Scheme becoming effective, Holdings will make an application to the Irish Court (separate and additional to the application to the Irish Court in relation to the Scheme) seeking its approval to create distributable reserves in Holdings. Assuming your approval of the Scheme of Arrangement at the Court Meeting, your advisory, non-binding approval of the Creation of Distributable Reserves will be sought at the EGM. In addition, your approval will be sought on other proposals at the EGM which are required to give effect to the Transaction.

As required by Irish law, the EGM is a distinct, separate meeting from the Court Meeting. As a result, you are being provided with two separate forms of proxy, one for the Court Meeting and one for the EGM. We kindly ask you to

complete and return these forms of proxy in the manner set out in the accompanying proxy statement as soon as possible so that your votes are counted in respect of the matters before each of the Court Meeting and the EGM. We are asking you to vote in favor of each of the proposals at the Court Meeting and the EGM.

If the Scheme is effected, the ordinary shares in Holdings will be listed on the NASDAQ Global Select Market, which we refer to as “NASDAQ,” under the symbol “STX,” the same symbol under which your Seagate Ordinary Shares are currently listed. We will remain subject to U.S. Securities and Exchange Commission reporting requirements, the mandates of the U.S. Sarbanes-Oxley Act of 2002 and the corporate governance rules of NASDAQ. We do not expect the Transaction to have any material impact on the rights of shareholders, our results of operations or financial condition and we will continue to report our consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles. We will also continue to comply with reporting requirements under Irish law.

We are furnishing the accompanying proxy statement to you in connection with the solicitation of proxies by our management for use at the Court Meeting and the EGM, together the “Shareholder Meetings”, to approve the proposals in connection with the Transaction. We expect the Court Meeting to be held at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland on ●, 2021 at ● Irish Time and it will be followed by the EGM at ● Irish Time, or as soon thereafter provided there is 5 minutes between the end of the Court Meeting and the start of the EGM.

If the Scheme is not approved by the holders of Seagate Ordinary Shares or, if it is approved by the holders of Seagate Ordinary Shares but it is not approved by the Irish Court, the Transaction will be abandoned, Seagate will remain the publicly traded parent company of the Seagate group and we intend to utilize Seagate’s existing distributable reserves and any distributable reserves that Seagate generates in the future to enable us to continue to declare any dividends. However, our ability to carry out share repurchases may be seriously curtailed or we may be unable to repurchase shares at all. Even if the Scheme is approved and Holdings becomes the new publicly traded parent company of the Seagate group, if the Creation of Distributable Reserves is not approved by the Irish Court or not approved in the expected timeframe, this could result in a delay to or suspension of any dividend payments and/or any share repurchases.

Under U.S. federal income tax law, the U.S. holders of our ordinary shares generally should not recognize any gain or loss on the Transaction. Under Irish tax law, the holders of our ordinary shares who (i) are not resident or ordinarily resident in Ireland for Irish tax purposes; and (ii) do not hold their shares in Seagate in connection with a trade carried on by such holder in Ireland through an Irish branch or agency, generally should not recognize any gain or loss on the Transaction for Irish tax purposes. You should carefully review the section “Material Tax Considerations Relating to the Transaction” with your tax advisors before voting.

This proxy statement provides you with detailed information regarding the Transaction. We encourage you to read this entire document carefully. You should carefully consider “Risk Factors” beginning on page 29 for a discussion of risks before voting.

Your board of directors recommends that you vote “FOR” each of the proposals at BOTH the Court Meeting and the EGM.

In light of COVID-19, Seagate encourages the Seagate Shareholders to vote by proxy prior to 11:59 p.m. Eastern Time on ●, 2021 as described in the accompanying proxy statement, rather than attending the Shareholder Meetings in person. Due to public health concerns and continuing uncertainty in connection with COVID-19, we are offering you the opportunity to virtually attend the Shareholder Meetings. The Court Meeting will commence at ● Irish Time ( ● Eastern Time) and the EGM will commence at ● Irish Time ( ● Eastern Time) or as soon thereafter provided there is 5 minutes between the end of the Court Meeting and the start of the EGM. You will be able to attend the Shareholder Meetings as well as vote and submit your questions during the live webcast of the meetings by visiting: www.virtualshareholdermeeting.com/STX2021SM. Further details on how to access the webcast are set out in the accompanying proxy statement. Prior to the Shareholder Meetings, you will be able to vote and submit questions you would like raised at either or both of the Court Meeting and the EGM at www.proxyvote.com by following the

instructions on the website. Your vote is important. We therefore encourage shareholders to cast their votes in advance of the Shareholder Meetings, regardless of whether they plan to attend in person or virtually.

We continue to monitor COVID-19 developments and other circumstances. Should we decide that alternative arrangements for the Shareholder Meetings may be advisable or required, such as prohibiting in-person attendance by shareholders or, subject to Irish legal requirements, changing the date, time or location of the Shareholder Meetings, we will announce our decision in accordance with applicable legal requirements, by press release, post additional information at investors.seagate.com, and make a public filing with the U.S. Securities and Exchange Commission. Please monitor the “Events” tab of investors.seagate.com regularly, as circumstances may change upon short notice.

On behalf of the board of directors of Seagate Technology plc, we thank you for your continued support.

If you have any questions about the meetings, or if you require assistance, please call Georgeson, our proxy solicitor, at +1 781 575 2137 or at +1 800 891 3214 (toll-free within the United States).

Very truly yours,

SEAGATE TECHNOLOGY PLC

38/39 Fitzwilliam Square, Dublin 2, D02 NX53, Ireland

NOTICE OF COURT MEETING OF SHAREHOLDERS

THE HIGH COURT, 2021 No. 2021 / ● COS

IN THE MATTER OF SEAGATE TECHNOLOGY PLC

– and –

IN THE MATTER OF THE COMPANIES ACT 2014

NOTICE IS HEREBY GIVEN that by a Court Order dated ●, 2021, made in the above matters, the High Court of Ireland, referred to as the “Irish Court,” has directed a meeting, referred to as the “Court Meeting” to be convened of the holders of the Scheme Shares (as defined in the proposed scheme of arrangement that is included in the document of which this Notice forms a part) of Seagate Technology public limited company, referred to as “Seagate,” for the purpose of considering and, if thought fit, approving a resolution to approve (with or without modification) a scheme of arrangement pursuant to Chapter 1 of Part 9 of the Companies Act 2014 proposed to be made between Seagate and the holders of the Scheme Shares, referred to as the “scheme” or “scheme of arrangement” and that such meeting will be held at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland on ●, 2021, at ● Irish Time , at which place and time all holders of the Scheme Shares entitled to vote thereat are invited to attend; such resolution being in the following terms:

“That the scheme in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish Court be agreed to.”

A copy of the scheme of arrangement and a copy of the explanatory statement required to be furnished pursuant to Section 452 of the Irish Companies Act 2014 are included in the document of which this Notice forms a part.

Scheme Shareholders (as defined in the proposed scheme of arrangement that is included in the document of which this Notice forms a part) may vote in person or virtually at the Court Meeting or they may appoint another person, whether a member of Seagate or not, as their proxy to attend, speak and vote in person or virtually in their stead. The Court Meeting will be held at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland. A form of proxy for use at the Court Meeting is enclosed with this Notice. Completion and return of a form of proxy will not preclude a Scheme Shareholder from attending and voting in person or virtually at the Court Meeting, or any adjournment thereof, if that Scheme Shareholder wishes to do so. Any alteration to the form of proxy must be initialed by the person who signs it.

It is requested that a form of proxy, duly completed and signed, together with any power of attorney, under which it is signed, be submitted by following the instructions set forth on the form of proxy no later than 11:59 p.m. Eastern Time on ●, 2021 but, if a form of proxy is not so submitted, it may be handed to the chair of the Court Meeting in Dublin before the start of the Court Meeting and will still be valid.

Scheme Shareholders may submit a proxy or proxies as follows:

In the case of joint recordholders, the vote of the senior member who tenders a vote, whether in person, virtually or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in Seagate’s register of members in respect of the joint holding.

Entitlement to attend and vote, in person or virtually, at the Court Meeting, or any adjournment thereof, and the number of votes which may be cast, will be determined by reference to Seagate’s register of members as of 5:00 p.m. Eastern Time on ●, 2021 , referred to as the “Voting Record Time.” In each case, changes to Seagate’s register of members after the Voting Record Time shall be disregarded for the purposes of being entitled to vote.

If the form of proxy is duly completed and signed, and is submitted by following the instructions set forth on the form of proxy no later than 11:59 p.m. Eastern Time on ●, 2021, or if a form of proxy is handed to the chair of the Court Meeting in Dublin before the start of the Court Meeting, then it will be voted in the manner directed by the shareholder executing it, or if no directions are given, it will be voted “FOR” the proposals.

In the case of a corporation, limited liability company or partnership, the form of proxy must be either under its Common Seal or under the hand of an officer or attorney, duly authorized.

By the said Court Order, the Irish Court has appointed ● or, failing [him/her], ●, or, failing [him/her], such director or officer of Seagate or other person as the Seagate board of directors may determine, to act as chair of said Court Meeting and has directed the chair to report the result thereof to the Irish Court.

Subject to the approval of the resolution proposed at the Court Meeting convened by this Notice, the requisite resolutions to be proposed at the extraordinary general meeting of Seagate convened for ●, 2021 and the satisfaction of the other conditions to the completion of the scheme of arrangement, it is anticipated that the Irish Court will order that the hearing of the application to approve said scheme of arrangement will take place in the first half of 2021.

Terms shall have the same meaning in this Notice as they have in the proxy statement accompanying this Notice.

Said scheme of arrangement will be subject to the subsequent approval of the Irish Court.

Issued Shares and Total Voting Rights

The total number of issued Scheme Shares held by Scheme Shareholders as of the Voting Record Time entitled to vote at the Court Meeting is ●. The resolution at the Court Meeting shall be decided on a poll. Every holder of a Scheme Share as of the Voting Record Time will have one vote for every Scheme Share carrying voting rights of which he, she or it is the holder. A holder of a Scheme Share as of the Voting Record Time (whether present in person, virtually or by proxy) who is entitled to more than one vote need not use all his, her or its votes or cast all his, her or its votes in the same way. In order for the resolution at the Court Meeting to pass, those voting to approve the scheme must (a) represent a simple majority (being more than 50%) in number of the shareholders of record of Scheme Shares as of the Voting Record Time present and voting (whether present in person, virtually or by proxy), and (b) also represent 75% or more in value of the Scheme Shares held by such holders as of the Voting Record Time, present and voting (whether present in person, virtually or by proxy).

In light of COVID-19, Seagate encourages Scheme Shareholders to vote by proxy prior to 11:59 p.m. Eastern Time on ●, 2021 as described in the accompanying proxy statement. Due to public health concerns and continuing uncertainty in connection with COVID-19, we are offering you the opportunity to virtually attend the Court Meeting commencing at ● Irish Time (● Eastern Time). You will be able to attend the Court Meeting as well as vote and submit your questions during the live webcast of the Court Meeting by visiting www.virtualshareholdermeeting.com/STX2021SM and entering the 16-digit control number included on your form of proxy for the Court Meeting or in the instructions that accompanied your proxy materials. Prior to the Court Meeting, you will be able to vote and submit any questions you would like raised at the Court Meeting at www.proxyvote.com by following the instructions on the website. Further details on how to access the virtual meeting platform are set out in the accompanying proxy statement. Your vote is important. We therefore encourage shareholders to cast their votes in advance of the Court Meeting, regardless of whether they plan to attend in person or virtually.

We continue to monitor COVID-19 developments and other circumstances. Should we decide that alternative Court Meeting arrangements may be advisable or required, such as prohibiting in-person attendance or changing the date, time, location or format of the Court Meeting, subject to Irish legal requirements, we will announce our decision in accordance with appropriate legal requirements by press release, post additional information at investors.seagate.com, and make a public filing with the U.S. Securities and Exchange Commission. Please monitor the “Events” tab of investors.seagate.com regularly, as circumstances may change upon short notice.

YOUR VOTE IS IMPORTANT

IT IS IMPORTANT THAT AS MANY VOTES AS POSSIBLE ARE CAST AT THE COURT MEETING (WHETHER IN PERSON, VIRTUALLY OR BY PROXY) SO THAT THE IRISH COURT CAN BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF SEAGATE SHAREHOLDER OPINION. TO ENSURE YOUR REPRESENTATION AT THE COURT MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY FOR THE COURT MEETING AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE POSTAGE PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE OR BY INTERNET OR TELEPHONE IN THE MANNER PROVIDED ABOVE. IF YOU ATTEND THE COURT MEETING, YOU MAY VOTE IN PERSON OR VIRTUALLY EVEN IF YOU HAVE RETURNED A COMPLETED FORM OF PROXY.

Dated ●, 2021

Arthur Cox LLP

Ten Earlsfort Terrace

Dublin 2

D02 T380

Ireland

Solicitors for Seagate Technology plc

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

38/39 Fitzwilliam Square, Dublin 2, D02 NX53, Ireland

NOTICE OF EXTRAORDINARY GENERAL MEETING OF

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING, referred to as the “EGM,” of Seagate Technology public limited company, referred to as “Seagate,” will be held at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland, on ●, at ● Irish Time (or, if the special Court-ordered meeting, referred to as the “Court Meeting,” has not concluded by ● Irish Time, as soon as possible after the conclusion or adjournment of the Court Meeting, provided there is 5 minutes between the end of the Court Meeting and the start of the EGM) for the purpose of considering and, if thought fit, passing the following resolutions (of which resolutions 1, 3 and 4 will be proposed as ordinary resolutions and resolution 2 will be proposed as a special resolution):

That, subject to the approval by the requisite majorities at the Court Meeting, the scheme of arrangement that is included in the document of which this Notice forms a part, referred to as the “Scheme” or “Scheme of Arrangement,” (a copy of which has been produced to this meeting and for the purposes of identification signed by the chair thereof), in its original form or with or subject to any modification, addition or condition approved or imposed by the Irish Court be approved and the directors of Seagate be authorized to take all such action as they consider necessary or appropriate for carrying the Scheme of Arrangement into effect.

That, subject to the Scheme becoming effective, the articles of association of Seagate, which are part of the Seagate constitution, referred to as the “Articles”, be amended by adding the following new Article 194:

“194. Scheme of Arrangement

(a) In these Articles, the “Scheme” or the “Scheme of Arrangement” means the scheme of arrangement dated ●, 2021 between the Company and the holders of the scheme shares (which comprise the ordinary shares of the Company that are transferred under the Scheme, referred to as the “Scheme Shares”) under Chapter 1 of Part 9 of the Companies Act 2014 in its original form or with or subject to any modification, addition or condition approved or imposed by the High Court of Ireland and expressions defined in the Scheme and (if not so defined) in the document containing the explanatory statement circulated with the scheme under Section 452 of the Companies Act 2014 shall have the same meanings in this Article 194;

(b) Notwithstanding any other provision of these Articles or the terms of any resolution, whether ordinary or special, passed by the Company in any general meeting, if the Company allots

or issues any ordinary shares (other than to Seagate Technology Holdings plc, a public limited company incorporated under the laws of Ireland with registration number 606203, referred to as “Holdings” and / or its nominee(s)) on or after the Voting Record Time (as defined in the Scheme of Arrangement) and prior to or at the Scheme Record Time (as defined in the Scheme of Arrangement), such shares be allotted or issued subject to the terms of the scheme and the holder or holders of those shares shall be bound by the scheme accordingly^;

(c) Notwithstanding any other provision of these Articles, if any ordinary shares of the Company are allotted or issued to any person (a “new member”) (other than to Holdings and / or its nominee(s)) at any time after the Scheme Record Time, the new member shall, provided that the Scheme has become effective, have such shares (the “Post-Scheme Shares”) transferred immediately, free of all encumbrances, to Holdings and / or its nominee(s) as Holdings and / or its nominee(s) may direct in consideration of and conditional on the allotment and issue by Holdings to the new member of the ordinary shares in Holdings (the “Consideration Shares”) to which the new member would have been entitled under the terms of the Scheme had each Post-Scheme Share transferred to Holdings and / or its nominee(s) hereunder been a Scheme Share at the Scheme Record Time, provided that if any new member has a registered address in a jurisdiction outside Ireland and Holdings is advised or reasonably believes that the allotment and / or issue of the Consideration Shares to that new member would or may infringe the laws of such jurisdiction or would or may require Holdings to observe any governmental or other consent or any registration, filing or other formality with which Holdings is unable to comply or which either the Company or Holdings believes is unduly onerous to comply with, Holdings may, in its sole discretion, determine that the Consideration Shares shall not be allotted and/or issued to such new member but shall instead be allotted and issued to a nominee appointed by Holdings to act on behalf of and for the benefit of such new member on terms that the nominee shall, as soon as practicable following the allotment and issue of the Consideration Shares, sell in the open market the Consideration Shares so allotted and issued and procure the despatch to such new member of a cheque in accordance with paragraph (g) of this Article 194;

(d) Ordinary shares in Holdings (“Holdings Shares”) allotted and issued pursuant to this Article 194 shall:

(i) be issued credited as fully paid, shall be free from all liens, equities, charges, encumbrances, rights of pre-emption and any other third party rights and other interests of any nature whatsoever;

(ii) rank equally in all respects with all other fully paid Holdings Shares in issue on the date such Holdings Shares allotted and issued pursuant to this Article 194 are so allotted and issued; and

(iii) be entitled to all dividends and other distributions declared, paid or made by Holdings by reference to a record date on or after the date the Holdings Shares allotted and issued pursuant to this Article 194 are so allotted and issued.

(e) On any reorganisation of, or material alteration to, the share capital of the Company or Holdings (including, without limitation, any subdivision and / or consolidation), the value of the consideration per Post-Scheme Share under paragraph (c) above shall be adjusted by the Company and Holdings in such manner as the auditors of the Company or an independent investment bank selected by the Company and Holdings may determine to be fair and reasonable to reflect such reorganisation or alteration. References in this Article to shares shall, following such adjustment, be construed accordingly.

(f) In order to give effect to any transfer required by this Article 194, the Company may appoint any person to act, and who shall be authorised, as attorney or agent for any new member, without the need for any further action being required to give effect thereto, to: (i) execute and deliver as transferor a form of transfer or other instrument or instruction of transfer in favour of Holdings and / or its nominee(s); (ii) give a good receipt in respect of consideration received in respect of any such transfer; and (iii) give such instructions and to do all other things which he or she may consider necessary or expedient in connection with such sale or transfer, on behalf of the new member and every form, instrument, or instruction executed or delivered or other such thing done so shall be as effective as if it has been executed, delivered or done by the new member to which such form, instrument, instruction, or thing relates. Pending the registration of Holdings and/or its nominee(s) as a holder of any share to be transferred under this Article 194, the new member shall not be entitled to exercise any rights attaching to any such share unless so agreed by Holdings and Holdings shall be irrevocably empowered to appoint a person nominated by Holdings to act as attorney or agent on behalf of any holder of that share in accordance with any directions Holdings may give in relation to any dealings with or disposal of that share (or any interest in it), the exercise of any rights attached to it or receipt of any distribution or other benefit accruing or payable in respect of it, and any holder(s) of that share must exercise all rights attaching to it in accordance with the directions of Holdings. The Company shall not be obliged to issue a certificate to the new member for any such share.

(g) Any sale of Consideration Shares effected pursuant to this Article 194 shall be at the then prevailing market price and Holdings shall, as soon as practicable after such sale, procure the despatch to each person entitled thereto a cheque in respect of the net proceeds of such sale (after the deduction of all expenses and commissions), and rounded down to the nearest cent. All despatches of cheques pursuant to this Article 194 shall be effected by sending each cheque by first class post/mail (or international standard post/mail, if overseas) in pre-paid envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of the Company at the date of issuing the cheque or, in the case of joint holders, at the address of the joint holder whose name stands first in such register in respect of such joint holding at the date of issuing the cheque. None of Holdings, the Company or any person or nominee appointed by Holdings or their respective agents shall be responsible for any loss or delay in transition or delivery of any cheque sent in accordance with this Article 194 which shall be sent entirely at the risk of the persons entitled thereto. All cheques drawn in accordance with this Article 194 shall be in U.S. dollars drawn on a U.S. clearing bank and shall be made payable to the persons respectively entitled to the moneys represented thereby (except that, in the case of joint holders, Holdings reserves the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of the Company in respect of such joint holding), and the despatch of any such cheque shall be a complete discharge of Holdings’ obligations to pay the monies represented thereby.

(h) In the absence of bad faith or wilful default, none of Holdings, the Company, any person or nominee appointed by Holdings, the Company or their respective agents shall have any liability for any loss or damage arising as a result of sale or transfer (including as a result of the timing or terms of such sale or transfer) or any instrument of transfer executed and/or delivered or any other thing done for or on behalf of any new member or otherwise pursuant to this Article 194.

(i) Notwithstanding any other provisions of these Articles, both the Company and the Directors shall refuse to register the transfer of any shares effected between the Scheme Record Time and the Scheme Effective Time (as defined in the Scheme of Arrangement) (other than to Holdings and / or its nominee pursuant to the scheme).

(j) Notwithstanding any other provision of these Articles, both the Company and the Directors may refuse to register the transfer of any shares other than as provided by this Article 194 and the Scheme.”

That, on an advisory, non-binding basis, the reduction of the share premium of Holdings resulting from a capitalisation of the merger reserve arising in its books of account as a result of the consummation of the Scheme in order to create distributable reserves in Holdings (as more particularly described in the section entitled “Summary—Creation of Distributable Reserves” beginning on page 25 of the accompanying proxy statement) be approved.

That any motion by the chair of the EGM to adjourn the EGM, or any adjournments thereof, to another time and place if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the EGM to approve resolutions 1 and 2, be approved.

By order of the board of directors of Seagate Technology plc

Katherine E. Schuelke

Senior Vice President, Chief Legal Officer and Company Secretary

Dated: ●, 2021

Notes

1.    Each Seagate shareholder of record as of the Voting Record Time (as defined below) is entitled to attend, speak and vote at the EGM or to appoint a proxy to attend, speak and vote in his, her or its place (using the EGM form of proxy provided or in the form in section 184 of the Companies Act 2014). A proxy need not be a member of Seagate. The EGM will be held at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland and via live webcast by visiting www.virtualshareholdermeeting.com/STX2021SM.

2.    Entitlement to attend, speak and vote in person or virtually at the EGM, or any adjournment thereof, and the number of votes which may be cast, will be determined by reference to Seagate’s register of members as of 5:00 p.m. Eastern Time on ●, 2021, referred to as the “Voting Record Time.” Changes to Seagate’s register of members after the Voting Record Time will be disregarded for the purposes of being entitled to vote.

3.    Seagate shareholders who wish to attend the EGM in person or virtually should review the sections entitled “Questions and Answers about the Transaction and the Shareholder Meetings—What do I need to do to attend the EGM?” and “What do I need to do to attend the Shareholder Meetings virtually?” beginning on page 9 of the accompanying proxy statement. You will need proof of record or beneficial ownership of Seagate Ordinary Shares as of the Voting Record Time in order to attend the EGM.

4.    This notice and the accompanying proxy statement are available at www.proxyvote.com.

5.    You may vote your shares in person or virtually at the EGM. Whether or not you plan to attend the EGM in person or virtually, we encourage you to vote the shares by: (i) accessing www.proxyvote.com, using the control number provided to you on your form of proxy for the EGM and following the instructions on the website up until

11:59 p.m. Eastern Time on ●, 2021, (ii) by calling +1.800.690.6903 and following the telephone prompts to submit your form of proxy up until 11:59 p.m. Eastern Time on ●, 2021 or (iii) by marking, dating and signing any form of proxy or voting instruction form provided to you and returning it to the address indicated on the EGM form of proxy as quickly as possible, to be received by 11:59 p.m. Eastern Time on ●, 2021 (which will be forwarded to Seagate electronically in Ireland).

6.    It is requested that an EGM form of proxy, duly completed and signed, together with any power of attorney, under which it is signed, be submitted in accordance with note 5 above. If a form of proxy is not so submitted, it may be handed to the chair of the EGM in Dublin before the start of the EGM and will still be valid.

7.    In the case of joint holders, the vote of the senior member who tenders a vote, whether in person, virtually or by proxy, will be accepted to the exclusion of the votes of the other joint holders of record and, for this purpose, seniority will be determined by the order in which the names appear in the Company’s register of members in respect of the joint holding.

8.    In light of COVID-19, the Company encourages Seagate shareholders to vote by proxy prior to 11:59 p.m. Eastern Time on ●, 2021 as described in the accompanying proxy statement. Due to public health concerns and continuing uncertainty in connection with COVID-19, we are offering you the opportunity to virtually attend the EGM commencing at ● Irish Time (● Eastern Time), or if the Court Meeting has not concluded at that time, as soon as possible after the conclusion or the adjournment of the Court Meeting, provided there is 5 minutes between the end of the Court Meeting and the start of the EGM. You will be able to attend the EGM as well as vote and submit your questions during the live webcast of the EGM by visiting www.virtualshareholdermeeting.com/STX2021SM and entering the 16-digit control number included on your form of proxy for the EGM or in the instructions that accompany your proxy materials. Further details on how to access the webcast are set out in the accompanying proxy statement. Prior to the EGM, you will be able to vote and submit any questions you would like raised at the EGM at www.proxyvote.com by following the instructions on the website. Your vote is important. We therefore encourage shareholders to cast their votes in advance of the EGM, regardless of whether they plan to attend in person or virtually.

We continue to monitor COVID-19 developments and other circumstances. Should we decide that alternative arrangements may be advisable or required, such as prohibiting in-person attendance or changing the date, time, location or format of the EGM, subject to Irish legal requirements, we will announce our decision in accordance with applicable legal requirements by press release, post additional information at investors.seagate.com, and make a public filing with the U.S. Securities and Exchange Commission. Please monitor the “Events” tab of investors.seagate.com regularly, as circumstances may change upon short notice.

TABLE OF CONTENTS

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PROXY STATEMENT

GLOSSARY OF DEFINED TERMS

Capitalized terms used in this Proxy Statement shall have the following meanings save where otherwise defined and where the context otherwise requires.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical fact. Forward-looking statements contained in this Proxy Statement include, among other things, statements about our plans and expectations regarding the Transaction; our expectations related to future distributable reserves and our ability to make repurchases and pay dividends; the impact of the COVID-19 pandemic on the Shareholder Meetings; and our future capital distribution plans. Forward-looking statements generally can be identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “may,” “will,” “will continue,” “can,” “could,” or negative of these words, variations of these words and comparable terminology. These forward-looking statements are based on information available to Seagate as of the date of this Proxy Statement and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties and other factors may be beyond our control and may pose a risk to our operating and financial condition. Such risks and uncertainties include, but are not limited to:

Information concerning these and other risks, uncertainties and factors, among others, that could cause results to differ materially from our expectations is set forth in “Risk Factors” contained in this Proxy Statement, which we encourage you to carefully read. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date on which they were made and we undertake no obligation to update forward-looking statements except as required by law.

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STRUCTURE OF THE TRANSACTION

We are seeking your approval of a Scheme of Arrangement under Irish law, substantially in the form attached as Annex A to this Proxy Statement which, upon effectiveness, will result in Holdings serving as the publicly traded parent company of Seagate. In this Proxy Statement, we refer to the transactions to be effected pursuant to the Scheme of Arrangement and the Creation of Distributable Reserves as the “Transaction.” The Transaction will result in you holding Holdings Shares instead of Seagate Shares and will create distributable reserves in Holdings.

The Transaction will involve several steps. Holdings is currently an Irish private company limited by shares which will be re-registered as an Irish public limited company 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 and the Transaction.

Various steps of the Transaction will effectively occur simultaneously at the Scheme Effective Time, which we anticipate will be before the opening of trading on NASDAQ on the Scheme Effective Date. If we receive the necessary shareholder approvals and the approval of the Irish Court, we anticipate that the Scheme Effective Time will be as soon as practicable following the Court Order anticipated to be issued in the first half of 2021.

At the Scheme Effective Time, the following steps of the Transaction will effectively occur simultaneously:

If, and only if, the Scheme of Arrangement is effected, Seagate will convert to an Irish unlimited company, which is expected to be treated as a disregarded entity for U.S. federal income tax purposes.

All previously outstanding Holdings Shares, which prior to the Scheme Effective Time will be held by an Irish corporate services provider, will be acquired by Holdings for no consideration and cancelled in accordance with a resolution to be passed by the current Holdings Shareholder, a third party Irish corporate services provider.

Upon the Scheme becoming effective, the Seagate Shareholders will become Holdings Shareholders and such shareholders’ rights will be governed by the Holdings Constitution, the form of which is attached to the Proxy Statement as Annex B.

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QUESTIONS AND ANSWERS ABOUT THE

TRANSACTION AND THE SHAREHOLDER MEETINGS

For the Court Meeting, you are being asked to vote on and, if you see fit, approve the Court Scheme of Arrangement Proposal as set forth in the Notice of Court Meeting of Shareholders included in this Proxy Statement. If the Court Scheme of Arrangement Proposal is approved and the Scheme subsequently becomes effective, the Seagate Ordinary Shares will be transferred to Holdings and Holdings will issue one New Holdings Share to the Seagate Shareholders for each Seagate Ordinary Share that has been transferred. As a result, Holdings will become the new parent holding company of Seagate. We refer to this proposal as the “Court Scheme of Arrangement Proposal” and the Transaction is conditioned on the approval of the Scheme at the Court Meeting.

Extraordinary General Meeting

For the Extraordinary General Meeting, if the Court Scheme of Arrangement Proposal is approved at the Court Meeting, you are being asked to vote on and, if you see fit, approve the EGM Proposals, which comprise:

If any other routine matters properly come before the Shareholder Meetings or any adjournments or postponements of the Shareholder Meetings, the persons named in the Forms of Proxy will vote the shares represented by all properly executed proxies in their discretion.

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The Court Scheme of Arrangement Proposal must be approved by Scheme Shareholders that represent:

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For the purpose of calculating the simple “majority in number” requirement for the approval of the proposal, each recordholder at the Voting Record Time, present and voting in person, virtually or by proxy, will be counted as a single shareholder, regardless of the number of shares voted by that shareholder. If a recordholder elects to vote a portion of such holder’s Seagate Ordinary Shares in favor of the proposal, and a portion against the proposal, then, subject to any reasonable objection that may be raised, that recordholder will be counted as one shareholder voting in favor of the proposal and as one shareholder voting against the proposal, thereby effectively canceling out that registered shareholder’s vote for the purposes of the “majority in number” calculation. The approval of the Court Scheme of Arrangement Proposal is a condition to the effectiveness of the Scheme of Arrangement.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Irish Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders as of the Voting Record Time when it is considering whether to approve the Scheme. You are therefore strongly urged to complete and return your Form of Proxy for the Court Meeting as soon as possible.

Approval of the EGM Scheme of Arrangement Proposal and the Constitution Amendment Proposal are conditions to the effectiveness of the Scheme of Arrangement.

Approval of the Creation of Distributable Reserves Proposal and the Adjournment of the EGM Proposals are not conditions to the effectiveness of the Scheme of Arrangement. However, the Seagate Board may determine not to proceed with the Transaction for any reason, including because the Creation Distributable Reserves Proposal is not approved.

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The Creation of Distributable Reserves also requires approval of the Irish Court. This approval will be obtained after the Scheme Effective Date as part of the Capital Reduction.

Recordholders

Beneficial owners

Beneficial owners must vote their shares in the manner prescribed by their Broker. If you do not receive voting instructions, please contact your Broker directly. Beneficial owners wishing to vote at the Shareholder Meetings in person will need to obtain a legal proxy from their Broker and bring it with them to the Shareholder Meetings.

For information on how to attend the Shareholder Meetings, please see “What do I need to do to attend the Court Meeting?” and “What do I need to do to attend the EGM?” below.

In order to be timely processed, your votes must be received by 11:59 p.m. Eastern Time on ●, 2021 (or, if you are a beneficial owner, such earlier time as your Broker may require).

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Scheme Shareholders may also attend the Court Meeting virtually via the Virtual Meeting Platform. Please see “What do I need to do to attend the Shareholder Meetings virtually?” below for further details. We encourage you to vote your shares prior to the Court Meeting. In light of public health concerns, travel recommendations and restrictions, we strongly advise those shareholders wishing to attend the Court Meeting to attend virtually instead of attending in person. The Court Meeting will be as brief as possible and, other than the shareholder business items outlined in the Proxy Materials, will not include presentations. Also, in order to comply with suggested COVID-19 social distancing guidelines, we may need to limit the number of shareholders who may attend the meeting in person, and will require compliance with any then applicable governmental requirements or recommendations or facility requirements, such as the use of face coverings and maintaining appropriate social distancing.

Seagate Shareholders may also attend the EGM virtually via the Virtual Meeting Platform. Please see “What do I need to do to attend the Shareholder Meetings virtually?” below for further details. We encourage you to vote your shares prior to the EGM. In light of public health concerns, travel recommendations and restrictions, we strongly advise those shareholders wishing to attend the EGM to attend virtually instead of attending in person. The EGM will be as brief as possible and, other than the shareholder business items outlined in the Proxy Materials, will not include presentations. Also, in order to comply with suggested COVID-19 social distancing guidelines, we may need to limit the number of shareholders who may attend the meeting in person, and will require compliance with any then applicable governmental requirements or recommendations or facility requirements, such as the use of face coverings and maintaining appropriate social distancing.

Only Scheme Shareholders or Seagate Shareholders, their proxy holders and Seagate’s guests may attend the Shareholder Meetings.

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Once the chair of the relevant Shareholder Meeting has formally opened the relevant Shareholder Meeting, s/he will explain that voting will take place by poll and will outline the voting procedure.

The Virtual Meeting Platform is supported on browsers (e.g., Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants attending virtually should ensure that they have a strong Wi-Fi connection at wherever they intend to be while virtually attending the Shareholder Meetings. Online check-in will be available at the Virtual Meeting Platform approximately 5-15 minutes prior to the relevant Shareholder Meeting. Additional information regarding the rules and procedures for participating in the Shareholder Meetings will be set forth in our meeting rules of conduct, which you can view during the Shareholder Meetings on the Virtual Meeting Platform.

Anyone who has technical difficulties using the Virtual Meeting Platform during the Shareholder Meetings should call the technical support number on the Virtual Meeting Platform.

Your Broker will not be able to vote your shares unless the Broker receives appropriate instructions from you. Brokers who hold shares on behalf of customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion with respect to proposals for “non-routine” matters. Proxies submitted by Brokers without instructions from customers for these non-routine matters are referred to as “Broker non-votes.” We believe that all of the proposals are “non-routine” proposals, so your Broker will not be able to vote your shares without appropriate instructions for you. It is important you follow your Broker’s instructions and vote.

Ordinary shares owned by recordholders who elect to abstain from voting with respect to any proposal and Broker non-votes will be counted towards the determination of a quorum at each of the Shareholder Meetings but will not be considered present and voting with respect to any of the proposals. Therefore, abstentions and Broker non-votes will have no effect on the outcome of such proposals.

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You do not revoke a proxy merely by attending the Shareholder Meetings whether in person or virtually. To revoke a proxy, you must take one of the actions described above.

For beneficial owners, you must follow the instructions provided to you by your Broker in order to revoke your proxy.

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You should consider these risks carefully. For additional information, please see the discussion under “Risk Factors.”

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In anticipation of the Scheme becoming effective, we also expect to engage in a consent solicitation with respect to each series of Senior Notes to obtain consent from at least a majority of the aggregate principal amount of each such series to release Seagate as a guarantor under each indenture governing the Senior Notes and, in lieu thereof, to provide a guaranty of Holdings, which would become “Parent” as defined in each indenture governing the Senior Notes. We may incur certain fees in connection with the consent solicitation. We expect no other material change would be made to the terms of such indentures in connection with soliciting such consent and entering into the supplemental indentures effecting these changes, however we cannot guarantee that there would not be any such additional change.

Other than adding Holdings as a guarantor and releasing Seagate from its guarantees, we expect no other material changes to our debt arrangements in connection with the Transaction, however we cannot guarantee that there will not be any such additional changes.

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In addition, we have incurred and will incur certain direct and indirect costs whether or not the Transaction is completed in whole or in part (including professional fees, attorneys’ fees, accountants’ fees, filing fees, mailing expenses, proxy solicitation fees, consent solicitation fees, financial printing expenses and other general administrative costs and expenses).

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There are different procedures for voting and attending the Shareholder Meetings, depending on whether you are a recordholder or beneficial holder. See “What do I need to do to attend the Court Meeting?”, “What do I need to do to attend the EGM?” and “How do I vote at the Shareholder Meetings?”

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We continue to monitor COVID-19 developments and other circumstances. Should we determine that alternative arrangements may be advisable or required, such as prohibiting in-person attendance or changing the date, time, location or format of the Shareholder Meetings, subject to Irish legal requirements, we will announce our decision in accordance with applicable legal requirements by press release, post additional information at investors.seagate.com, and make a public filing with the SEC. Please monitor the “Events” tab of investors.seagate.com regularly, as circumstances may change upon short notice.

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To the extent necessary in order to ensure sufficient representation at its meeting, Seagate or its proxy solicitor may solicit the return of proxies by mail, telephone, facsimile, Internet or other means of electronic transmission. The extent to which this will be necessary depends upon how promptly proxies are returned. We urge you to send in your Forms of Proxy without delay.

If you are a beneficial owner, your Broker may only vote your shares at their discretion on “routine” matters if your Broker does not receive instructions from you. See “What is the effect of Broker non-votes and abstentions?”

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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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The Scheme

The Scheme will result in a new Irish public limited company, Holdings, serving as the publicly traded parent company of Seagate and the Seagate group. As noted above, Holdings will be re-registered as an Irish public limited company prior to the Scheme of Arrangement becoming effective. The Scheme will result in you holding New Holdings Shares instead of Seagate Ordinary Shares.

The Scheme involves several steps, a number of which will effectively occur simultaneously at the Scheme Effective Time, which we anticipate will be before the opening of trading on NASDAQ on the Scheme Effective Date. If we receive the Required Shareholder Approvals and the approval of the Irish Court, we anticipate that the Scheme of Arrangement will become effective as soon as practicable following approval of the Irish Court at the Court Hearing, and our filing of the Court Order approving the Scheme of Arrangement.

At the Scheme Effective Time, the following steps of the Scheme will effectively occur simultaneously:

If, and only if, the Scheme of Arrangement is effected, Seagate will convert to an Irish unlimited company, which is expected to be treated as a disregarded entity for U.S. federal income tax purposes.

All previously outstanding Holdings Shares, which prior to the Scheme Effective Time will be held by a third party Irish corporate services provider, will be acquired by Holdings for no consideration and cancelled in accordance with a resolution to be passed by the current Holdings Shareholder, a third party Irish corporate services provider.

As a result of the Scheme, the Seagate Shareholders will become shareholders of Holdings and such shareholders’ rights will be governed by the Holdings Constitution, which is attached to the Proxy Statement as Annex B (which is substantially the same as the current Seagate Constitution).

Upon the Scheme becoming effective, we will remain subject to the Irish reporting requirements, SEC reporting requirements, the mandates of the U.S. Sarbanes-Oxley Act and the applicable corporate governance rules of NASDAQ, and we will continue to report our consolidated financial results in U.S. GAAP.

The Transaction will be effected pursuant to the Scheme of Arrangement, which is the primary legal document that will govern the Transaction. A copy of the Scheme of Arrangement is attached to and is a part of this Proxy Statement as Annex A.

Reasons for the Scheme

Please see “Questions and Answers about the Transaction and the Shareholder Meetings—Why do you want Holdings to serve as the publicly traded parent company of Seagate?”

Tax Considerations

Please refer to the section entitled “Material Tax Considerations Relating to the Transaction”. The actual tax consequences of the Scheme to you may be complex and will depend on your specific situation. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Scheme to you.

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Rights of Shareholders

Please see “Questions and Answers about the Transaction and the Shareholder Meetings—How will Holdings Shares differ from Seagate Ordinary Shares?” There will be no material variation or differences between the Holdings Shares and the Seagate Ordinary Shares. We discuss these in detail under “Description of Holdings Share Capital” below.

Stock Exchange Listing

Please see “Questions and Answers about the Transaction and the Shareholder Meetings—How will the Scheme affect the stock exchange listing of Seagate Ordinary Shares?”

Court Approval of the Scheme of Arrangement

We cannot consummate the Scheme without the approval of the Scheme of Arrangement by the Irish Court. Subject to the Scheme Shareholders approving the Court Scheme of Arrangement Proposal, the Irish Court will hold the Court Hearing to approve the Scheme of Arrangement. At the Court Hearing, the Irish Court may impose such conditions as it deems appropriate in relation to the Scheme of Arrangement, but may not impose any material changes without the joint consent of Seagate and Holdings. Seagate may, subject to U.S. securities law constraints, consent to any modification of the Scheme of Arrangement on behalf of the Scheme Shareholders that the Irish Court may think fit to approve or impose. In determining whether to exercise its discretion and approve the Scheme of Arrangement, the Irish Court will determine, among other things, whether the Scheme of Arrangement is fair to the Seagate Shareholders. The Scheme will become effective upon our filing of the Court Order approving the Scheme of Arrangement with the Registrar of Companies.

Creation of Distributable Reserves

Pursuant to the Irish Companies Act, Holdings requires “distributable reserves” to enable it to make distributions (including the payment of cash dividends) to its shareholders, or generally to redeem or repurchase shares. Please see “Description of Holdings’ Share Capital—Dividends” and “Description of Holdings’ Share Capital—Share Repurchases, Redemptions and Conversions.” Upon the Scheme becoming effective, Holdings, as a new holding company with no operational history, will not have any distributable reserves of its own. Immediately following the Scheme Effective Time, we will therefore capitalize the merger reserve arising in Holdings’ books of account as a result of the consummation of the Scheme. We then intend to undertake the Capital Reduction. The current shareholder of Holdings, a third party Irish corporate services provider, will pass a resolution approving the Creation of Distributable Reserves prior to the Scheme of Arrangement becoming effective. Assuming the Court Scheme of Arrangement Proposal is approved, your advisory, non-binding approval to the Creation of Distributable Reserves will be sought at the Extraordinary General Meeting.

The Creation of Distributable Reserves will also require the approval of the Irish Court, which we will seek to obtain as soon as practicable following the consummation of the Scheme. Although we are not aware of any reason why the Irish Court would not approve the Creation of Distributable Reserves in this manner, the issuance of the required order is a matter for the discretion of the Irish Court and there is no guarantee that such approval will be forthcoming. In the event that the Creation of Distributable Reserves is not approved and distributable reserves of Holdings are not created, no dividends, share repurchases or other distributions will be permitted under Irish law until such time as we have created sufficient distributable reserves from our operating activities. Please see “Risk Factors—Timing of the Scheme and Creation of Distributable Reserves may affect Seagate’s future capital distribution plans”. The approval of the Irish Court is expected to be obtained within approximately six weeks of the Scheme becoming effective, but is dependent on a number of factors, such as the case load of the Irish Court at the time of our initial application, and court vacations. Please see “Risk Factors” and “Creation of Distributable Reserves Proposal”.

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Credit Facility

Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Credit Facility”.

Supplemental Indentures

Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Consent Solicitation and Supplemental Indentures”.

Market Price and Dividend Information

On February 4, 2021, the last trading day before the filing of the preliminary Proxy Statement with the SEC which was the public announcement of the Transaction, the closing price of the Seagate Ordinary Shares on NASDAQ was US$67.72 per share. On ●, 2021, the most recent practicable date before the date of this Proxy Statement, the closing price of the Seagate Ordinary Shares on NASDAQ was US$● per share.

Holdings’ ability to pay dividends in the future will be subject to, among other things, the consummation of the Creation of Distributable Reserves, our level of distributable reserves, general business conditions within the data storage industry, our financial results, the impact of paying dividends on our credit ratings and legal and contractual restrictions on the payment of dividends by our subsidiaries to us or by us to our shareholders, including restrictions imposed by covenants on our debt instruments. Please see “Risk Factors.”

The following are dividends per Seagate Ordinary Share paid in the last eight fiscal quarters:

No Appraisal Rights

Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—No Appraisal Rights”.

Court Meeting

Time, Place, Date and Purpose. We expect the Court Meeting to be held on ●, 2021 at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland at ● Irish Time (● Eastern Time). Please see “Questions and Answers about the Transaction and the Shareholder Meetings—What am I being asked to vote on at the Shareholder Meetings?” and “Questions and Answers about the Transaction and the Shareholder Meetings—What vote of Seagate Shareholders is required to approve the proposals?”.

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Voting Record Time. Only recordholders of Scheme Shares as of the Voting Record Time are entitled to notice of and to vote at the Court Meeting or any adjournments or postponements of the Court Meeting. Please see “Questions and Answers about the Transaction and the Shareholder Meetings—Who can vote at the Shareholder Meetings?” and “—How do I vote at the Shareholder Meetings?”

Quorum. Please see “Questions and Answers about the Transaction and the Shareholder Meetings—What quorum is required at the Shareholder Meetings?”

Extraordinary General Meeting

Time, Place, Date and Purpose The Extraordinary General Meeting will be held on ●, 2021 at Arthur Cox, Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland at ● Irish Time (● Eastern Time) (or, or as soon thereafter provided there is 5 minutes between the end of the Court Meeting and the start of the EGM). Please see “Questions and Answers about the Transaction and the Shareholder Meetings—What am I being asked to vote on at the Shareholder Meetings?” and “—What vote of Seagate Shareholders is required to approve the proposals?”

Voting Record Time. Only recordholders of Seagate Ordinary Shares as of the Voting Record Time are entitled to notice of and to vote at the Extraordinary General Meeting or any adjournments or postponements of the Extraordinary General Meeting. Please see “Questions and Answers about the Transaction and the Shareholder Meetings—Who can vote at the Shareholder Meetings?” and “—How do I vote at the Shareholder Meetings?”

Quorum. Please see “Questions and Answers about the Transaction and the Shareholder Meetings—What quorum is required at the Shareholder Meetings?”

Recommendation of the Seagate Board

Please see “Questions and Answers about the Transaction and the Shareholder Meetings—What vote does the Seagate Board recommend?” The Scheme is conditioned on the approval of the Court Scheme of Arrangement Proposal at the Court Meeting and the approval of the EGM Scheme of Arrangement Proposal and the Seagate Constitution Amendment Proposal at the EGM. Approval of the Creation of Distributable Reserves Proposal is not a condition to the Transaction. However, completion of the Creation of Distributable Reserves is required in order for us to pay dividends and carry out share redemptions and repurchases following the Scheme Effective Time. Please see “Risk Factors—Timing of the Scheme and Creation of Distributable Reserves may affect Seagate’s future capital distribution plans”.

Required Vote

Please see “Questions and Answers about the Transaction and the Shareholder Meetings—What vote of Seagate Shareholders is required to approve the proposals?” Because the quorum for the Shareholder Meetings is the presence in person, virtually or by proxy of one or more shareholders holding at least 50% of the issued and outstanding Seagate Ordinary Shares entitled to vote at the relevant Shareholder Meeting, each of the proposals could be approved with the affirmative vote of less than 50% of the issued and outstanding Seagate Ordinary Shares.

Proxies

Please see “Questions and Answers about the Transaction and the Shareholder Meetings—How do I vote at the Shareholder Meetings?”, “—If I am a beneficial owner, will my Broker vote my shares for me?” and “—May I revoke my proxy?”

Selected Historical Financial and Other Data

The following table sets forth the selected historical consolidated financial data for Seagate for each of the last five full fiscal years, which have been derived from our audited consolidated financial statements incorporated by

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reference into this Proxy Statement. The selected historical consolidated financial data for Seagate for the six-month periods ended January 3, 2020 and January 1, 2021, have been derived from our unaudited condensed consolidated financial statements, and in the opinion of management, include all adjustments necessary to present fairly the consolidated financial position, results of operations, cash flows and shareholders’ equity for the periods presented. Such adjustments are of a normal recurring nature.

The selected historical financial data below should be read in conjunction with the consolidated financial statements and their accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended July 3, 2020 and Quarterly Report on Form 10-Q for the quarter ended January 1, 2021 and other financial information incorporated by reference herein. Historical financial information of Seagate may not be indicative of the future performance of Seagate or Holdings.

We have included no data for Holdings because this entity has no operational history.

Unaudited Summary Pro Forma Financial Information

Pro forma consolidated financial statements for Holdings are not presented in this Proxy Statement because no significant pro forma adjustments are required to be made to show the impact of the Scheme to the statement of operations of Seagate for the fiscal year ended July 3, 2020 and the six months ended January 1, 2021 or the balance sheet as of January 1, 2021. Those financial statements are included in Seagate’s Annual Report on Form 10-K for the fiscal year ended July 3, 2020 and Quarterly Report on Form 10-Q for the quarter ended January 1, 2021, respectively.

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RISK FACTORS

Before you decide how to vote, you should consider carefully the following risk factors in addition to the other information contained in this Proxy Statement, including the matters addressed under the section entitled “Cautionary Note Regarding Forward-Looking Statements” beginning on page 7 of this Proxy Statement, and the documents incorporated by reference, including, without limitation, our Annual Report on Form 10-K for the fiscal year ended July 3, 2020, our Quarterly Reports on Form 10-Q for the fiscal quarters ended October 2, 2020 and January 1, 2021 and our subsequent filings with the SEC.

Risks Relating to the Transaction

We can provide no assurance that Irish Court approval of the Scheme of Arrangement will be forthcoming.

Even if the Court Scheme of Arrangement Proposal is approved at the Court Meeting, the Scheme of Arrangement requires the approval of the Irish Court. Although we are not aware of any reason why the Irish Court would not approve the Scheme of Arrangement, the issuance of the required order is a matter for the discretion of the Irish Court and there is no guarantee that such approval will be forthcoming. If the Irish Court does not approve the Scheme of Arrangement, the Transaction will be abandoned and Seagate will remain the publicly traded parent company of the Seagate group. See also “- Timing of the Scheme and Creation of Distributable Reserves may affect Seagate’s future capital distribution plans” below.

We can provide no assurance that Irish Court approval of the Creation of Distributable Reserves will be forthcoming.

Under Irish law, dividends must be paid and share repurchases and redemptions must be funded only out of “distributable reserves,” which Holdings, as a new holding company with no operational history, will not have as of the Scheme Effective Time. Please see “Description of Holdings Share Capital—Dividends” and “—Share Repurchases, Redemptions and Conversions.” If the Court Scheme of Arrangement Proposal is approved, shareholders of Seagate also will be asked on an advisory, non-binding basis, to approve the Creation of Distributable Reserves Proposal.

The Creation of Distributable Reserves requires the approval of the Irish Court. Although we are not aware of any reason why the Irish Court would not approve the Creation of Distributable Reserves, the issuance of the required order is a matter for the discretion of the Irish Court and there is no guarantee that such approval will be forthcoming. Even if the Irish Court does approve the Creation of Distributable Reserves, it may take substantially longer than we anticipate. Please see “Creation of Distributable Reserves Proposal.”

Timing of the Scheme and Creation of Distributable Reserves may affect Seagate’s future capital distribution plans.

If we obtain the Required Shareholder Approvals, the Irish Court approves the Scheme and the Scheme becomes effective, Holdings will not have sufficient distributable reserves now or in the future to pay dividends or to repurchase or redeem shares following the Scheme, including under any current share repurchase plans of Seagate, until such time as the Creation of Distributable Reserves is approved by the Irish Court and the Capital Reduction is complete or Holdings has created distributable reserves through the generation of future profits from, among other things, its operations following the Scheme. If the Creation of Distributable Reserves is not approved by the Irish Court or not approved in the expected timeframe, this could result in a delay to or suspension of our typical dividend payments and/or any share repurchases. The timing of the Scheme Effective Date and the completion of the Creation of Distributable Reserves may, to the extent that the Seagate Board determines to declare a dividend during our fourth fiscal quarter, also affect the timing of the related record date for any such declared dividend including, for example, moving up such record date to before the Scheme Effective Date.

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The Transaction will result in additional direct and indirect costs, even if it is not completed.

We will incur additional costs as a result of the Transaction, although we do not expect these costs to be material. Holdings has been incorporated in Ireland and is subject to Irish law as is Seagate. Accordingly, we do not expect changes in our day-to-day operations. However, we expect to incur attorneys’ fees, accountants’ fees, filing fees, mailing expenses, proxy solicitation fees, consent solicitation fees and financial printing expenses in connection with the Transaction, even if the Scheme of Arrangement is not approved or completed. The Transaction also may negatively affect us by diverting attention of our management and employees from our operating business during the period of implementation and by increasing other administrative costs and expenses.

We may choose to abandon or delay the Transaction.

We may abandon or delay the Transaction at any time prior to the Scheme Effective Time, even after the Required Shareholder Approvals have been obtained and the Scheme of Arrangement has been approved by the Irish Court. While we currently expect to complete the Scheme as soon as practicable after obtaining the Required Shareholder Approvals at the Shareholder Meetings and we expect to complete the Creation of Distributable Reserves as soon as possible after the Scheme Effective Date, the Seagate Board may delay the Transaction for a significant time or may abandon the Transaction altogether after the Shareholder Meetings because, among other reasons, the Transaction is no longer in our best interest or the best interests of our shareholders or may not result in the benefits we expect, or our estimated cost of the Transaction increases. Additionally, we may not be able to obtain the requisite shareholder or court approvals or satisfy all of the other conditions to the consummation of the Transaction, including obtaining all consents necessary, desirable or appropriate in connection with the Scheme of Arrangement and related transactions. Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Amendment, Termination or Delay” and “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Conditions.”

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COURT SCHEME OF ARRANGEMENT PROPOSAL

AND EGM SCHEME OF ARRANGEMENT PROPOSAL

EXPLANATORY STATEMENT

(This section sets out the explanatory statement in compliance with Section 452 of the Irish Companies Act)

To Scheme Shareholders (as defined in the section entitled “Annex A—The Scheme of Arrangement” beginning on page A-1 of this Proxy Statement

ACQUISITION OF SEAGATE TECHNOLOGY PLC BY SEAGATE TECHNOLOGY HOLDINGS PLC BY MEANS OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9 OF THE IRISH COMPANIES ACT 2014

Overview

As explained in more detail below, the Scheme on which we are asking you to vote, in connection with the other steps of the Transaction described in this Proxy Statement, will result in Holdings serving as the publicly traded parent of Seagate.

The Scheme of Arrangement will result in you holding Holdings Shares instead of Seagate Ordinary Shares.

The Transaction involves several steps. Holdings was incorporated as an Irish private company limited by shares and was re-registered as an Irish public limited company on ●, 2021, prior to the Scheme Effective Date. Currently, all of the Holdings Shares are held by a third party Irish corporate services provider. Holdings currently 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.

The Seagate Board held a board meeting on January 26, 2021 to, among other things, approve the Transaction. The Scheme of Arrangement will require approval by Scheme Shareholders at the Court Meeting and by Seagate Shareholders at the EGM and the approval of the Irish Court at the Court Hearing. The Creation of Distributable Reserves, which you are being asked to approve in an advisory, non-binding proposal at the EGM, will require approval by the current Holdings Shareholder, a third party Irish corporate services provider, and the approval of the Irish Court. The current Holdings Shareholder will pass a resolution approving the Creation of Distributable Reserves prior to the Scheme of Arrangement becoming effective.

The Seagate Board unanimously recommends that all Seagate Shareholders vote in favor of the Scheme and the other Required Shareholder Approvals at both the Court Meeting and the EGM, as each member of the Seagate Board intends to do in respect of his or her own beneficial holdings of Seagate Ordinary Shares, which represent at the Voting Record Time, approximately ● per cent of the existing issued ordinary share capital of Seagate. In considering the recommendation of the Seagate Board, Seagate Shareholders should be aware that, pursuant to equity awards granted to certain Seagate directors and certain severance arrangements between Seagate and its officers, such directors and officers have interests upon a change of control of Seagate that are in addition to, or different from, the interests they might have as Seagate Shareholders generally. The Scheme will not constitute a change of control under such agreements.

Scheme

The Scheme will be effected by way of a scheme of arrangement between Seagate and the Scheme Shareholders pursuant to Chapter 1 of Part 9 of the Companies Act. The Scheme is set out in full under the section entitled “Annex A—The Scheme of Arrangement” beginning on page A-1 of this Proxy Statement. Under the terms of the Scheme (which will be subject to the Conditions set out below), Holdings will issue and deliver, or cause to be issued and delivered 1 New Holdings Share, referred to as the “Scheme Consideration”, to the Scheme Shareholders for each Seagate Ordinary Share held by the Scheme Shareholders.

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The Scheme will require, among other things, approval by Scheme Shareholders as of the Voting Record Time of the Court Scheme of Arrangement Proposal at the Court Meeting, approval by Seagate Shareholders as of the Voting Record Time of the EGM Scheme of Arrangement Proposal at the EGM, and an application by Seagate to the Irish Court to approve the Scheme at the Court Hearing. Provided the Conditions are satisfied or, to the extent applicable and lawful, waived, (and we do not abandon the Transaction) the Scheme will become effective upon delivery to the Registrar of Companies of a copy of the Court Order of the Irish Court approving the Scheme. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the EGM. It is expected that the Scheme will become effective in the first half of 2021, subject to the satisfaction or waiver of the Conditions.

If the Scheme becomes effective, all Scheme Shares will be automatically transferred to Holdings and/or its nominee(s) in accordance with the terms of the Scheme. The Scheme is subject to a number of conditions. Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Conditions”.

As a result of the Scheme, Seagate Shareholders will become shareholders of Holdings and such shareholders’ rights will be governed by the Holdings Constitution, which is attached to the Proxy Statement at Annex B and is substantially the same as the Seagate Constitution. In addition, any securities issued by Seagate or its subsidiaries that are convertible, exchangeable or exercisable into Seagate Ordinary Shares will become convertible, exchangeable or exercisable, as the case may be, into Holdings Shares on a one-for-one basis. All previously outstanding Holdings Shares, which prior to the Scheme Effective Time will be held by a third party Irish corporate services provider, will be acquired by Holdings for nil consideration and cancelled in accordance with a resolution to be passed by the current shareholders of Holdings effective after the Scheme Effective Time.

In addition, as part of the Transaction, following the Scheme becoming effective, the creation of share premium in Holdings and the passing of the special resolution by current shareholders of Holdings to reduce such premium and create distributable reserves, we will seek to obtain the approval of the Irish Court, which is required for the Creation of Distributable Reserves to be effective, as soon as practicable. The approval of the Irish Court is expected to be obtained within approximately six weeks of the Scheme becoming effective. The approval of the Creation of Distributable Reserves is not a condition to the Scheme becoming effective.

If, and only if, the Scheme is effected, Seagate will convert to an Irish unlimited company, which is expected to be treated as a disregarded entity for U.S. federal income tax purposes.

In connection with the completion of the Scheme, Holdings will assume, on a one-for-one basis, Seagate’s existing obligations in connection with awards granted under Seagate’s equity incentive plans and other similar equity awards or plans. Holdings will be required to become an obligor and a guarantor under the Credit Agreement. We anticipate that we will seek consent to remove Seagate as a guarantor under the Credit Agreement. Subject to receipt of the approval of at least a majority of the aggregate principal amount of each series of Senior Notes, we expect that Seagate will be released as a guarantor under each indenture governing the Senior Notes and, in lieu thereof, Holdings will become a guarantor under the indentures governing the Senior Notes and become “Parent” as defined in each indenture governing such Senior Notes.

As of the Voting Record Time, ● Seagate Ordinary Shares were issued and outstanding and we had ● shareholders of record.

There currently are no fractional shares held by recordholders and we do not expect there to be any such fractional shares held by recordholders immediately prior to the Scheme Effective Time.

Background and Reasons for the Transaction

Seagate’s jurisdiction of incorporation was originally established in the Cayman Islands in 2000. Subsequently, Seagate was re-domiciled to Ireland in 2010 pursuant to a scheme of arrangement. If the Scheme of

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Arrangement is implemented, a new company, Holdings, will become the publicly traded holding company of the Seagate group.

Since re-domiciling to Ireland, we have used many of our distributable reserves to make distributions to our shareholders, including to make dividend payments and carry out share redemptions and repurchases. As a matter of Irish law, distributable reserves are required for an Irish company to make distributions to its shareholders. The Seagate Board has considered a number of potential options to create additional reserves to preserve and enhance Seagate’s current capital flexibility. After consideration of various factors, including our current level of distributable reserves, the Seagate Board has decided that the Transaction is in our best interest and the best interests of our shareholders and will best help us accomplish our objectives.

Upon the Scheme of Arrangement becoming effective, Holdings will not have any distributable reserves. Following the Scheme Effective Time, we will therefore capitalize the merger reserve which will be created in Holdings as a result of the issuance of the New Holdings Shares in consideration for the transfer of the Seagate Ordinary Shares to Holdings. We then intend to undertake the Capital Reduction. This Creation of Distributable Reserves will require the approval of the Irish Court. See “Summary—Creation of Distributable Reserves” and “Creation of Distributable Reserves Proposal”. Although we are not aware of any reason why the Irish Court would not approve the Creation of Distributable Reserves in this manner, the issuance of the required order is a matter for the discretion of the Irish Court and there is no guarantee that such approval will be forthcoming. See “Risk Factors—We can provide no assurance that Irish Court approval of the Creation of Distributable Reserves will be forthcoming”. In the event that distributable reserves of Holdings are not created, no distributions by way of dividends, share repurchases or otherwise will be permitted under Irish law until such time as we have created sufficient distributable reserves of Holdings from our operating activities. See “Risk Factors—Timing of the Scheme and Creation of Distributable Reserves may affect Seagate’s future capital distribution plans”.

On the basis that all requisite approvals are obtained, the Transaction will create additional distributable reserves. We expect the creation of these additional reserves will allow us to maintain our ability to make future distributions to shareholders, including making dividend payments and effecting share redemptions and repurchases. We cannot assure you that the anticipated benefits of the Transaction will be realized. In addition to the potential benefits described above, the Transaction will expose you and us to some risks. Please see the discussion under “Risk Factors.”

The Seagate Board has considered both the potential advantages of the Transaction and these risks and has approved the Scheme of Arrangement and the Creation of Distributable Reserves and recommends that the shareholders vote in favour.

Conditions

The Scheme of Arrangement will not be completed unless, among other things, the following conditions are satisfied or, if allowed by law, waived:

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In the event the Conditions are not satisfied, the Transaction may be abandoned or delayed, even after approval of the Scheme by the Seagate Shareholders or the Irish Court. In addition, the Transaction may be abandoned or delayed by the Seagate Board at any time prior to the Scheme Effective Time, without obtaining the approval of the Seagate Shareholders, even though the Scheme may have been approved by the Irish Court and all other Conditions may have been satisfied. Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement - Amendment, Termination or Delay”.

Consents (Court Meeting and EGM)

The Court Meeting is being held at the direction of the Irish Court to seek the approval of the Scheme by the recordholders as of the Voting Record Time. The EGM is being convened to seek the approval of Seagate Shareholders as of the Voting Record Time with respect to certain resolutions that are necessary or desirable to effect and to implement the Scheme and the Creation of Distributable Reserves, as described below.

If the Scheme becomes effective all of the Scheme Shares will be transferred to Holdings and/or its nominee(s) in accordance with the terms of the Scheme, whether or not the Scheme Shareholder voted for the Scheme at the Court Meeting and/or the EGM. Holdings will issue and deliver, or cause to be delivered, the Scheme Consideration to the Scheme Shareholders.

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The Scheme is conditional on and will require approval by the Scheme Shareholders as of the Voting Record Time at the Court Meeting and the passing of the requisite resolutions at the EGM before the Irish Court’s approval of the Scheme can be sought. See “Court Meeting” and “EGM” below.

Notices of the Shareholder Meetings are set out at the front of this Proxy Statement. Entitlement to notice of and/or to vote at each Shareholder Meeting will be determined by reference to the Register of Members at the Voting Record Time. See the section entitled “Summary—Required Vote” beginning on page 27 of this Proxy Statement.

Court Meeting

The Court Meeting has been convened for ● Irish Time (● Eastern Time) on ●, 2021 to enable the Scheme Shareholders to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and not a show of hands. Each Scheme Shareholder as of the Voting Record Time who is present (in person, virtually or by proxy) will be entitled to one vote for each Scheme Share held as of the Voting Record Time for the purposes of determining 75% in value of the Scheme Shares referred to in (b) below. In order to conduct business at the Court Meeting a quorum must be present. The presence (in person, virtually or by proxy) of one or more Scheme Shareholders holding at least 50% of the issued and outstanding Scheme Shares entitled to vote at the Court Meeting will constitute a quorum for the transaction of business at the Court Meeting. In order for the resolution at the Court Meeting to pass, those voting to approve the Scheme must represent:

It is important that, for the Court Meeting, as many votes as possible are cast so that the Irish Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders as of the Voting Record Time when it is considering whether to approve the Scheme. You are therefore strongly urged to complete and return your Court Meeting Form of Proxy as soon as possible.

EGM

In addition to the Court Meeting, the EGM has been convened for ● on ●, 2021 or as soon thereafter provided there is 5 minutes between the end of the Court Meeting and the start of the EGM. A quorum must be present in order to conduct any business at the EGM. The presence (in person, virtually or by proxy) of one or more Seagate Shareholders holding at least 50% of the issued and outstanding Seagate Ordinary Shares entitled to vote at the EGM will constitute a quorum for the transaction of business at the EGM. The proposals to be voted upon by the Seagate Shareholders at the Voting Record Time at the EGM are set out in full under the section entitled “Questions and Answers about The Transaction and the Shareholder Meetings—What am I being asked to vote on at the Shareholder Meetings” beginning on page 9 of this Proxy Statement. The Seagate Constitution Amendment Proposal, as described therein, is a “special resolution”, which means that it requires the approval of at least 75% of the votes cast at the EGM, either in person, virtually or by proxy. The remaining resolutions are “ordinary resolutions”, which means that they require the approval of at least a majority of the votes cast by the Seagate Shareholders as of the Voting Record Time present and voting, either in person, virtually or by proxy. The Scheme is conditioned on the approval of the EGM Scheme of Arrangement Proposal and the Seagate Constitution Amendment Proposal. The Transaction is not conditioned on the approval of the Creation of Distributable Reserves Proposal, which is an advisory, non-binding vote, and/or the Adjournment of EGM Proposal.

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Court Hearing on the Scheme

Subject to the approval of the Required Shareholder Approvals proposed at the Shareholder Meetings and the prior satisfaction of the Conditions, the Court Hearing is expected to take place in the first half of 2021. Each Seagate Shareholder is entitled to be represented by counsel or a solicitor (at his, her or its own expense) at the Court Hearing to support or oppose the approving of the Scheme. However, the Irish Court has discretion to hear from interested parties.

U.S. Securities Law Consequences; Resale Restrictions

The issuance of New Holdings Shares to Scheme Shareholders in connection with the Scheme will not be registered under the Securities Act. Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. In determining whether it is appropriate to authorize the Scheme of Arrangement, the Irish Court will consider at the Court Hearing whether the terms and conditions of the Scheme of Arrangement are fair to Seagate Shareholders. The Irish Court will fix the date and time for the Court Hearing. The New Holdings Shares issued to Scheme Shareholders in connection with the Scheme will be freely transferable, except for the ability of the directors of Holdings to decline the registration of shares in limited circumstances and for restrictions applicable to certain “affiliates” of Seagate under the Securities Act, as follows:

We have not filed a registration statement with the SEC covering any resales of the New Holdings Shares to be received by Seagate’s shareholders in connection with the Scheme. Holdings intends to file certain post-effective amendments to existing effective registration statements of Seagate shortly after the Scheme becoming effective.

Upon the Scheme becoming effective, the New Holdings Shares will be deemed to be registered under Section 12(b) of the Exchange Act, by virtue of Rule 12g-3 under the Exchange Act, without the filing of any Exchange Act registration statement.

Forms of Proxy

Shareholders as of the Voting Record Time have been sent this Proxy Statement enclosing a Form of Proxy for the Court Meeting, and a Form of Proxy for the EGM. You are strongly urged to complete and return both the

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(i) Court Meeting Form of Proxy and (ii) the EGM Form of Proxy as soon as possible and, in any event, no later than 11:59 p.m. Eastern Time on ●, 2021. The Court Meeting Form of Proxy (and the EGM Form of Proxy) may also be handed to the Chair of the Court Meeting (or the EGM) in Dublin, as applicable, before the start of the respective Shareholder Meeting on ●, 2021 Irish Time ( ● Eastern Time) and will still be valid. If you are a beneficial owner, your Broker provided instructions on how to vote. See “Questions and Answers about the Transaction and the Shareholder Meetings—What do I need to do to attend the Court Meeting?” and “—What do I need to do to attend the EGM?”

Voting Your Shares

If you are a recordholder, use the enclosed Forms of Proxy to tell the person named as proxy how to vote your shares. Seagate recommends that you submit your Forms of Proxy even if you plan to attend either or both of the Shareholder Meetings in person or virtually. If you vote by proxy, you may change your vote, among other ways, if you attend and vote at the Shareholder Meetings. See “Questions and Answers about the Transaction and the Shareholder Meetings—What do I need to do to attend the Court Meeting?, “—What do I need to do to attend the EGM?” and “—What do I need to do to attend the Shareholder Meetings virtually?”

If you properly complete, sign and date either or both Form of Proxy, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return your Forms of Proxy appointing the named proxies of the applicable Shareholder Meeting as your proxy but do not mark the Form of Proxy to tell the proxy how to vote on a voting item, such shares will be voted “FOR” each of the proposals.

You may also vote over the internet or by telephone anytime up to 11:59 p.m. Eastern Time on ●, 2021. Voting instructions are contained on the Forms of Proxy or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the Shareholder Meetings. See “Questions and Answers about the Transaction and the Shareholder Meetings—How do I vote at the Shareholder Meetings?”

Beneficial Owners

If you are a beneficial owner, you must instruct your Broker how to vote your shares by following the instructions that your Broker provided along with this Proxy Statement. Your Broker may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should carefully read the materials provided by your Broker.

If you do not provide a signed voting instruction form to your Broker, your shares will not be voted on any proposal on which Brokers do not have discretionary authority to vote, referred to as a “Broker non-vote”. In these cases, the Broker will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not have discretionary authority to vote on any of the proposals at either Shareholder Meeting. We believe that all of the proposals are “non-routine” proposals. Accordingly, if you fail to provide a signed voting instruction form to your Broker, your shares will not be voted at either Shareholder Meeting.

Amendment, Termination or Delay

The Scheme may be amended, modified or supplemented at any time before or after its approval at the Court Meeting. However, after approval, no amendment, modification or supplement may be made or effected that legally requires further approval by the Scheme Shareholders without obtaining such approval.

At the Court Hearing, the Irish Court may impose such conditions as it deems appropriate in relation to the Scheme. The Seagate Board (on behalf of Seagate) and the Holdings Board may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or any condition that the Irish Court may

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approve or impose. The Irish Court may not impose any material changes without the joint consent of Seagate and Holdings. The Irish Court would be unlikely to approve or impose any modification of, or addition to, or a condition to, the Scheme which might be materially adverse to the interests of Scheme Shareholders, unless Scheme Shareholders were informed of any such modification, addition or condition. It would be a matter for the Irish Court to decide in its discretion whether or not a further meeting of Scheme Shareholders should be held in these circumstances. Similarly if a modification, addition or condition is put forward which, in the opinion of the Seagate Board, is of such a nature or importance that it requires the consent of Scheme Shareholders at a further meeting, the Seagate Board will not take the necessary steps to enable the Scheme to become effective unless and until such consent is obtained.

The Seagate Board may terminate the Scheme and abandon the Transaction, or delay the Transaction, at any time prior to the Scheme Effective Time, without obtaining the approval of the Seagate Shareholders, even though the Scheme may have been approved by such shareholders and approved by the Irish Court and all other Conditions may have been satisfied, if the Seagate Board determines that such course is in our best interests and the best interests of our shareholders.

Unless the Scheme has become effective and the Scheme Effective Time has occurred on or before December 31, 2021, or such later date, if any, as Seagate may agree and the Irish Court may allow, the Scheme of Arrangement will lapse by its terms and not come into effect and therefore, the Transaction will not be effected.

Scheme Effective Date and Scheme Effective Time

If the Scheme is approved by the requisite shareholder majorities and approved by the Irish Court and the Conditions are satisfied or, to the extent applicable and lawful, waived (and we do not abandon the Transaction), the Scheme will become effective on its terms upon our filing of the Court Order approving the Scheme with the Registrar of Companies. Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Conditions”. Various steps of the Scheme will occur effectively simultaneously at the Scheme Effective Time, which we anticipate will be before the opening of trading on NASDAQ on the Scheme Effective Date, but may be at such earlier or later date and time as the Seagate Board (or their duly authorized officer) determines.

In the event the Conditions are not satisfied, the Transaction may be abandoned or delayed, even after approval of the Scheme by the Seagate Shareholders or the approval of the Scheme by the Irish Court. In addition, the Transaction may be abandoned or delayed by the Seagate Board at any time prior to the Scheme Effective Time, without obtaining the approval of the Seagate Shareholders, even though the Scheme of Arrangement may have been approved by the Seagate Shareholders and approved by the Irish Court and all other Conditions may have been satisfied. Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Amendment, Termination or Delay.”                 

The Seagate Directors and Executive Officers and the Effect of the Scheme on their Interests

Interests of Certain Persons in the Transaction

Pursuant to the terms of the restricted share unit (“RSU”) awards granted to Seagate directors under our 2012 Plan, in connection with a change of control, such directors are entitled to full acceleration of such equity awards. Additionally, our officers who participate in our Severance Plan are eligible to receive certain enhanced severance benefits, including acceleration of any equity awards, upon a qualifying termination in connection with a change of control. The Scheme will not constitute a change of control for purposes of the 2012 Plan or the Severance Plan, or any similar plan.

Except for the indemnification arrangements (see below), no person who has been a director or executive officer of Seagate at any time since the beginning of the last fiscal year, or any associate of any such person, has any substantial interest in the Transaction, except for any interest arising from his or her ownership of securities of Seagate. No such person is receiving any extra or special benefit not shared on a pro rata basis by all other holders of Seagate Ordinary Shares.

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Indemnification Agreements

The Seagate Constitution contains indemnification and expense advancement provisions in favor of the officers of Seagate other than the directors and the secretary. The scope of the indemnification provided to Seagate’s directors and secretary set forth in the Seagate Constitution is limited in accordance with the Irish Companies Act.

The Holdings Constitution contains similar indemnification and expense advancement provisions in favor of the officers of Holdings.

We expect that Seagate-Cayman, a wholly-owned subsidiary of Seagate, will continue to be a party to an indemnification agreement (or a deed poll indemnity) with or as to each of Holdings’ directors and certain officers, as well as with individuals serving as directors or officers of our subsidiaries. The current indemnification agreements between Seagate-Cayman and Seagate’s officers and directors provide for the indemnification of, and advancement of expenses to, these persons, save in the event of the indemnitee’s (i) fraud or dishonesty in the performance of their duty to Seagate or any applicable subsidiary or (ii) conscious, intentional or willful failure to act honestly, lawfully and in good faith with a view to the best interests of Seagate or any applicable subsidiary. We do not expect to make any material changes to the current indemnification agreements except to reflect Holdings as the new parent company of the Seagate group.

In addition, we expect that the directors and executive directors of Holdings will continue to benefit from the same insurance arrangements (including directors’ and officers’ liability and fiduciary liability policies) which Seagate currently has in place.

Continuing Directors and Management

Upon the Scheme becoming effective, the directors and executive officers of Seagate immediately prior to the Scheme Effective Time will be the directors and executive officers of Holdings. The Holdings Constitution, as in effect as of the Scheme Effective Time, will provide for a single class of directors, just as Seagate currently has, and Holdings’ directors will be subject to re-election at the next annual general meeting of Holdings following the Scheme Effective Time.

Employees

The Transaction will not affect the terms of employment of any employees of the Seagate group.

Irish Taxation

Please refer to the section entitled “Material Tax Considerations Relating to the Transaction” beginning on page 46 of this Proxy Statement for a description of the material U.S. and Irish tax consequences of the Transaction.

Regulatory Matters

Other than the Scheme and the Creation of Distributable Reserves, we are not aware of any other governmental approvals or actions that are required to complete the Transaction other than compliance with U.S. federal and state securities laws and Irish corporate law. We do not believe that any other significant regulatory approvals will be required to effect the Transaction.

No Appraisal Rights

Although Irish law does not provide for appraisal rights in respect of the Scheme, dissenting Seagate Shareholders will have the right to appear at the Court Hearing and make representations in objection to the Scheme.

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The Transfer of Scheme Shares to Holdings

Assuming the Scheme becomes effective, the Scheme Shares shall be transferred to Holdings (or such of its nominee(s) as are agreed between Seagate and Holdings) by means of a form of transfer or other instrument of transfer. Please see “Annex A—Scheme of Arrangement—The Scheme—Transfer of Scheme Shares”.

Dividend Policy

Our ability to pay dividends in the future will be subject to, among other things, distributable reserves, general business conditions within the data storage industry, our financial results, the impact of paying dividends on our credit ratings and legal and contractual restrictions on the payment of dividends by our subsidiaries to us or by us to our shareholders, including restrictions imposed by covenants on our debt instruments.

Please see “Market Price and Dividend Information.” Future dividends, if any, on Seagate Ordinary Shares and/or Holdings Shares will be at the discretion of our board of directors and will depend on, among other things, our level of distributable reserves, results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the board of directors may deem relevant, as well as our ability to pay dividends in compliance with Irish law, as applicable.

Under Irish law, dividends must be paid out of “distributable reserves,” which Holdings will not have as of the Scheme Effective Time but which we are taking steps to create. Please see “Description of Holdings Share Capital—Dividends”, “Creation of Distributable Reserves Proposal” and “Risk Factors—Timing of the Scheme and Creation of Distributable Reserves may affect Seagate’s future capital distribution plans”.

For a description of the Irish tax rules relating to dividends, please see “Material Tax Considerations Relating to the Transaction—Irish Tax Considerations.”

Equity Plans

If the Transaction is completed, Holdings will assume and adopt Seagate’s existing rights and obligations in connection with awards granted under Seagate’s equity incentive plans and other similar employee awards. To the extent Seagate currently sponsors those equity incentive plans, then as of the Scheme Effective Time, Holdings will become the sponsor of the assumed equity incentive plans. The plans will be amended as necessary to give effect to the Scheme of Arrangement, including to provide (1) for the assumption and adoption by Holdings of the applicable equity incentive plans and the various rights, duties or obligations thereunder; (2) that Holdings Shares will be issued, held, available or used to measure benefits as appropriate under the plans, in lieu of Seagate Ordinary Shares, including upon exercise of any options or upon vesting of equity awards issued under those plans on a one-for-one basis; and (3) for the appropriate substitution of Holdings for Seagate in those plans. Shareholder approval of the Scheme will also constitute shareholder approval of the adoption and assumption of the equity incentive plans by Holdings as contemplated by this Proxy Statement.

Holders of outstanding options, RSUs or other equity-based awards may be subject to tax as a result of the conversion of the underlying Seagate Ordinary Shares to Holdings Shares as of the Scheme Effective Time, depending on the country where the holders are citizens or tax residents or the country where they resided during the life of such equity awards. In general, however, U.S. taxpayers should not recognize ordinary income at the time Holdings assumes their equity awards. Tax withholding and/or reporting may be required by Holdings or one of its affiliates and/or the holder of the applicable equity award, and certain employer social insurance contributions or other taxes may be due as a result of the equity awards being in respect of Holdings Shares and not Seagate Ordinary Shares. Depending on the country where the holders are citizens or residents or the country where they resided during the life of the Seagate awards, the conversion of equity awards may trigger certain regulatory filings or notices to employees concerning the tax or regulatory consequences of the Transaction. If you are in doubt as to your tax position, you should consult an appropriate professional adviser without delay.

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Stock Exchange Listing

Seagate Ordinary Shares are currently listed on NASDAQ. Following the Scheme becoming effective, Seagate Ordinary Shares will be delisted from NASDAQ and deregistered under the Exchange Act. There is currently no established public trading market for Holdings Shares. We intend to file an application so that, immediately as of the Scheme Effective Time, Holdings Shares will be listed on NASDAQ under the symbol “STX”, the same symbol under which the Seagate Ordinary Shares are currently listed.

Credit Facility

Pursuant to the Credit Agreement, prior to or contemporaneously with the Scheme, Holdings will be required to become an obligor and a guarantor under the Credit Agreement and execute amendments, joinders and other documents in connection therewith. Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Conditions”. In addition, the release of Seagate as a guarantor under the Credit Agreement will require the consent of the lenders holding more than 50% of the aggregate unused commitments and outstanding loans. We expect to seek such consent.

Consent Solicitation and Supplemental Indentures

We expect to engage in a consent solicitation with respect to each series of Senior Notes to obtain consent from at least a majority of the aggregate principal amount of each such series to subsequently enter into supplemental indentures to the indentures governing such Senior Notes to release Seagate as a guarantor under each indenture governing the Senior Notes and in lieu thereof, to provide a guaranty of Holdings, which would become “Parent” as defined in each indenture governing the Senior Notes. Please see “Court Scheme of Arrangement Proposal and EGM Scheme of Arrangement Proposal /Explanatory Statement—Scheme”. We expect no other material change would be made to the terms of such indentures in connection with soliciting such consent and entering into the supplemental indentures effecting these changes, however, we cannot guarantee that there would not be any such additional change.

Effect of the Transaction on Reporting Requirements

Upon consummation of the Scheme, we will remain subject to SEC reporting requirements, the mandates of the U.S. Sarbanes-Oxley Act and the corporate governance rules of NASDAQ, and we will continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. We will also comply with any additional reporting requirements of Irish law. Seagate currently is not a “foreign private issuer” within the meaning of the rules promulgated under the Exchange Act and we anticipate that the same will be true for Holdings.

Overseas Shareholders

As regards Overseas Shareholders, the Scheme may be affected by the laws of the relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

This explanatory statement has been prepared for the purposes of complying with the laws of Ireland and the United States and the rules of the SEC, respectively (to the extent applicable), and the information disclosed may be different from that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside Ireland and the United States.

Overseas Shareholders are encouraged to consult their local tax advisor.

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Irish Takeover Rules

The Scheme amounts to a “takeover” of Seagate for the purposes of the Irish Takeover Panel Act, 1997 (being a “takeover” in respect of which the Irish Takeover Rules would ordinarily apply). However, in light of the economic and voting rights of Seagate Shareholders remaining unchanged as a result of the Scheme (save that, following the Scheme Effective Time, such rights will be in respect of Holdings Shares as opposed to Seagate Ordinary Shares), the Panel has granted a waiver of the Irish Takeover Rules to the extent they may apply to the Scheme.

Action to be Taken

Please refer to the section entitled “Summary” beginning on page 23 of this Proxy Statement for a summary of the actions to be taken.

Further Information

The terms of the Scheme are set out in full in “Annex A—The Scheme of Arrangement” of this Proxy Statement. Your attention is drawn to the conditions and further terms of the Transaction set out in the remaining parts of this document, all of which form part of this document.

(IN COMPLIANCE WITH SECTION 452 OF THE IRISH COMPANIES ACT)

To Scheme Shareholders

THE SEAGATE BOARD RECOMMENDS THAT YOU VOTE “FOR” (1) THE COURT SCHEME OF ARRANGEMENT PROPOSAL AND (2) THE APPROVAL OF THE EGM SCHEME OF ARRANGEMENT PROPOSAL SET FORTH IN THIS EXPLANATORY STATEMENT.

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SEAGATE CONSTITUTION AMENDMENT PROPOSAL

Constitution Amendment Resolution

Set out below is background information on the proposed amendments to the Seagate Constitution. The description of the following proposed amendments is only a summary and is qualified in its entirety by reference of the complete text of the proposed amendments as set out in the Notice of Extraordinary General Meeting at the beginning of the document. We urge you to read the proposed amendments to the Seagate Constitution in their entirety before casting your vote.

Amendments in Connection with the Scheme

In connection with the Scheme and in order to effect the Scheme of Arrangement, Seagate wishes to amend the Seagate Constitution to include certain mechanics to effect the Scheme so that any Seagate Ordinary Shares that are issued on or after the Voting Record Time will either be subject to the terms of the Scheme of Arrangement or will be immediately and automatically acquired by Holdings for the Scheme Consideration and, accordingly, upon the Scheme becoming effective, Holdings will be the sole holder of Seagate Ordinary Shares.

Required Vote

As required under Irish law, the resolution with respect to Seagate Constitution Amendment Proposal is a special resolution that requires the affirmative vote of at least 75% of all votes cast (in person, virtually or by proxy) at the EGM by Seagate Shareholders at the Voting Record Time. The Scheme of Arrangement is conditional upon this proposal being approved by Seagate Shareholders.

THE TEXT OF THE RESOLUTION WITH RESPECT TO THE SEAGATE CONSTITUTION AMENDMENT PROPOSAL IS SET OUT IN FULL IN THE NOTICE OF EXTRAORDINARY GENERAL MEETING.

THE SEAGATE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE SEAGATE CONSTITUTION AMENDMENT PROPOSAL.

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CREATION OF DISTRIBUTABLE RESERVES PROPOSAL

Under Irish law, dividends and distributions may only be made from distributable reserves. “Distributable reserves” generally means the accumulated realized profits of a company less accumulated realized losses and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made by a company unless the net assets of that company are equal to, or in excess of, the aggregate called-up share capital plus undistributable reserves of the company and the distribution does not reduce net assets below such aggregate. Undistributable reserves include the undenominated capital, the capital redemption reserve fund and the amount by which accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital. Please see “Description of Holdings Share Capital—Dividends” and “Description of Holdings Share Capital—Share Repurchases, Redemptions and Conversions.”

Immediately following the Scheme Effective Time, Holdings, as a new holding company with no operational history, will not have any distributable reserves of its own. Accordingly, subject to the Scheme becoming effective, you are also being asked to approve, on an advisory, non-binding basis, the Creation of Distributable Reserves via the Capital Reduction. The Creation of Distributable Reserves Proposal requires the passing of a special resolution by the current Holdings Shareholders, a third party Irish corporate services provider, which will be undertaken by them on a binding basis prior to the Scheme becoming effective, and the approval of the Irish Court.

Based upon the closing sale price of Seagate’s Shares on NASDAQ on, ●, 2021, if the Scheme were to have become effective immediately following the close of trading on that date, distributable reserves of Holdings created in this manner would have been approximately US$ ●.

Our ability to pay dividends in the future will be subject to, among other things, creation of distributable reserves, general business conditions within the data storage industry, our financial results, the impact of paying dividends on our credit ratings and legal and contractual restrictions on the payment of dividends by our subsidiaries to us or by us to our shareholders, including restrictions imposed by covenants on our debt instruments.

Following the Scheme becoming effective, we will undertake the Capital Reduction and seek to obtain the approval of the Irish Court, which is required for the Creation of Distributable Reserves to be effective, as soon as practicable. The approval of the Irish Court is expected to be obtained within approximately six weeks of the Scheme becoming effective.

The approval of the Creation of Distributable Reserves Proposal is not a condition to the Scheme becoming effective. Accordingly, if the Scheme becomes effective but we do not obtain the approval of the Irish Court for the Creation of Distributable Reserves, Holdings may not have sufficient distributable reserves to make dividend payments or carry out share redemptions or repurchases following the Transaction, including under any current share repurchase plans of Seagate, until such time as Holdings has created distributable reserves through the generation of future profits from its operations. See “Risk Factors—Timing of the Scheme and Creation of Distributable Reserves may affect Seagate’s future capital distribution plans”. In addition, although we are not aware of any reason why the Irish Court would not approve the Creation of Distributable Reserves, there is no guarantee that such approval will be forthcoming. Even if the Irish Court does approve the Creation of Distributable Reserves, it may take substantially longer than we anticipate. Please see “Risk Factors—We can provide no assurance that the Irish Court approval of the Creation of Distributable Reserves will be forthcoming”.

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Required Vote

A simple majority of all votes cast by Seagate Shareholders at the Voting Record Time (in person, virtually or by proxy) at the EGM is required to approve this Creation of Distributable Reserves Proposal. This is an advisory, non-binding proposal.

THE SEAGATE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE CREATION OF DISTRIBUTABLE RESERVES PROPOSAL

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MATERIAL TAX CONSIDERATIONS RELATING TO THE TRANSACTION

Irish Tax Considerations

This is a summary of the principal Irish tax considerations for certain beneficial owners of Seagate Ordinary Shares who receive New Holdings Shares under the Scheme based on Irish taxation laws and the practices of the Irish Revenue Commissioners currently in force in Ireland (which may be subject to change). It deals with Seagate Shareholders who beneficially own their Seagate Ordinary Shares as an investment. Particular rules not discussed below may apply to certain classes of taxpayers holding Seagate Ordinary Shares, such as dealers in securities, collective investment schemes, insurance companies, trusts etc. The summary does not constitute tax or legal advice and the comments below are of a general nature only. Seagate Shareholders should consult their professional advisers on the tax implications of the Scheme under the laws of their country of residence, citizenship and/or domicile. If you are in doubt as to your tax position, you should consult an appropriate professional adviser without delay.

Taxation of Chargeable Gains

Under Irish tax law, Non-Irish Shareholders, generally should not recognize any gain or loss on the transaction for the purposes of Irish CGT. Any subsequent disposal of ordinary shares by Non-Irish Shareholders should not be within the charge to Irish CGT.

An Irish shareholder who is an individual and who is temporarily not resident in Ireland may, under Irish anti-avoidance legislation, still be liable for Irish CGT on any chargeable gain realized upon subsequent disposal of ordinary shares during the period in which such individual is a non-resident.

Stamp Duty

No Irish stamp duty should be payable by Seagate Shareholders on the issuance of the New Holdings Shares or the transfer of the Seagate Ordinary Shares pursuant to the Scheme.

Any Seagate Shareholder who has any doubt about his, her or its own taxation position is strongly recommended to consult his, her or its independent professional adviser immediately.

Irish Dividend Withholding Tax (DWT)

Distributions made by Holdings will, in the absence of one of many exemptions, be subject to DWT currently at a rate of 25%.

For these purposes, a distribution includes any distribution that may be made by Holdings to its shareholders, including cash dividends, non-cash dividends and additional shares taken in lieu of a cash dividend. Where an exemption does not apply in respect of a distribution made to a particular shareholder, Holdings is responsible for withholding DWT prior to making such distribution.

General Exemptions

Irish domestic law provides that a Non-Irish Shareholder is not subject to DWT on dividends received from Holdings if such shareholder is beneficially entitled to the dividend and is either:

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and provided, in all cases noted above (but subject to “—Shares Held by U.S. Resident Shareholders” below), Holdings or, in respect of shares held through DTC, any qualifying intermediary appointed by Holdings, has received from the shareholder, where required, the relevant DWT forms prior to the payment of the dividend. In practice, in order to ensure sufficient time to process the receipt of relevant DWT forms, the shareholder where required should furnish the relevant DWT forms to:

Links to the various DWT forms are available at: http://www.revenue.ie/en/tax/dwt/forms/index.html. The information contained on this website is not incorporated by reference into this Proxy Statement.

Shareholders that are required to file DWT forms in order to receive dividends free of DWT should note that such forms are generally valid, subject to a change in circumstances, until December 31 of the fifth year after the year in which such forms were completed.

For Non-Irish Shareholders that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for such shareholders to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.

Shares Held by U.S. Resident Shareholders

Dividends paid in respect of Holdings Shares that are owned by a U.S. resident and held through DTC will not be subject to DWT provided the address of the beneficial owner of such shares in the records of the Broker holding such shares is in the United States (and such Broker has further transmitted the relevant information to a qualifying intermediary appointed by Holdings). Such shareholders may wish to ensure that their information is properly recorded by their Brokers (so that such Brokers can further transmit the relevant information to a qualifying intermediary appointed by Holdings).

Dividends paid in respect of Holdings Shares that are held outside of DTC and are owned by a U.S. resident will not be subject to DWT if such shareholder satisfies the conditions of one of the exemptions referred to above

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under the heading “—General Exemptions,” including the requirement to provide a completed IRS issued Form 6166 or a valid DWT form to Holdings’ transfer agent at least seven business days before the record date for the dividend to confirm its U.S. residence and claim an exemption. Such shareholders may wish to ensure that they complete the appropriate IRS Form 6166 or a DWT form and provide them to Holdings’ transfer agent as soon as possible.

Subject to approval by the Irish Revenue Commissioners of an application filed by Holdings, Holdings Shareholders who held shares in Seagate immediately prior to the Scheme Effective Date will not have to file new Irish DWT forms as a result of the Scheme, but instead will be able to rely on DWT forms they filed with Seagate until December 31 of the fifth year after the year in which such forms were completed.

If any shareholder that is resident in the United States receives a dividend from which DWT has been withheld, the shareholder should generally be entitled to apply for a refund of such DWT from the Irish Revenue Commissioners, provided the shareholder is beneficially entitled to the dividend.

Shares Held by Residents of Relevant Territories other than the United States

Shareholders who are residents of Relevant Territories, other than the United States, must satisfy the conditions of one of the exemptions referred to above under the heading “—General Exemptions,” including the requirement to furnish valid DWT forms, in order to receive dividends without suffering DWT. If such shareholders hold their shares through DTC, they must provide the appropriate DWT forms to their Brokers (so that such Brokers can further transmit the relevant information to a qualifying intermediary appointed by Holdings) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the shareholder by the Broker). If such shareholders hold their shares outside of DTC, they must provide the appropriate DWT forms to Holdings’ transfer agent at least seven business days before the record date for the dividend. It is strongly recommended that such Holdings Shareholders, complete the appropriate DWT forms and provide them to their Brokers or Holdings’ transfer agent, as the case may be, as soon as possible after receiving their New Holdings Shares.

Subject to approval by the Irish Revenue Commissioners of an application filed by Holdings, Holdings Shareholders who held shares in Seagate immediately prior to the Scheme Effective Date will not have to file new Irish DWT forms as a result of the Scheme, but instead will be able to rely on DWT forms they filed with Seagate or their Broker, as applicable, until December 31 of the fifth year after the year in which such forms were completed.

If any shareholder who is resident in a Relevant Territory receives a dividend from which DWT has been withheld, the shareholder may be entitled to a refund of DWT from the Irish Revenue Commissioners provided the shareholder is beneficially entitled to the dividend.

Shares Held by Residents of Ireland

Most Irish tax resident or ordinarily resident shareholders (other than Irish resident companies that have completed the appropriate DWT forms) will be subject to DWT in respect of dividends paid on their shares.

Shareholders that are residents of Ireland, but are entitled to receive dividends without DWT, must complete the appropriate DWT forms and provide them to their Brokers (so that such Brokers can further transmit the relevant information to a qualifying intermediary appointed by Holdings) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the shareholder by the Broker) (in the case of shares held through DTC), or to Holdings’ transfer agent at least seven business days before the record date for the dividend (in the case of shares held outside of DTC).

Subject to approval by the Irish Revenue Commissioners of an application filed by Holdings, Holdings Shareholders who held shares in Seagate immediately prior to the Scheme Effective Date will not have to file new Irish DWT forms as a result of the Scheme, but instead will be able to rely on DWT forms they filed with Seagate or their Broker, as applicable, until December 31 of the fifth year after the year in which such forms were completed.

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Holdings Shareholders who are resident or ordinarily resident in Ireland or are otherwise subject to Irish tax should consult their own tax advisors.

Shares Held by Other Persons

Holdings Shareholders that do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT. If any shareholders are exempt from DWT, but receive dividends subject to DWT, such shareholders may apply for refunds of such DWT from the Irish Revenue Commissioners.

Dividends paid in respect of Holdings Shares held through DTC that are owned by a partnership formed under the laws of a Relevant Territory and where all the underlying partners are residents in a Relevant Territory will be entitled to exemption from DWT if all of the partners complete the appropriate DWT forms and provide them to their Brokers (so that such Brokers can further transmit the relevant information to a qualifying intermediary appointed by Holdings) before the record date for the dividend (or such later date before the dividend payment date as may be notified to the shareholder by the Broker). If any partner is not a resident of a Relevant Territory, no partner is entitled to exemption from DWT.

Qualifying Intermediary

Prior to paying any dividend, Holdings will put in place an agreement with an entity that is recognized by the Irish Revenue Commissioners as a “qualifying intermediary,” which will provide for certain arrangements relating to distributions in respect of Holdings Shares that are held through DTC (the “deposited securities”). The agreement will provide that the qualifying intermediary shall distribute or otherwise make available to Cede & Co., as nominee for DTC, any cash dividend or other cash distribution with respect to the deposited securities after Holdings delivers or causes to be delivered to the qualifying intermediary the cash to be distributed.

Holdings will rely on information received directly or indirectly from its qualifying intermediary, Brokers and its transfer agent in determining where shareholders reside, whether they have provided the required U.S. tax information and whether they have provided the required DWT forms.

Income Tax on Dividends Paid on Holdings Shares

Irish income tax may arise for certain persons in respect of distributions received from Irish resident companies.

A Holdings Shareholder that is not resident or ordinarily resident in Ireland and that is entitled to an exemption from DWT generally has no liability for Irish income tax or the universal social charge on a dividend from Holdings. An exception to this position may apply where such shareholder holds Holdings Shares through a branch or agency in Ireland through which a trade is carried on.

A Holdings Shareholder that is not resident or ordinarily resident in Ireland and that is not entitled to an exemption from DWT generally has no additional Irish income tax liability or liability for the universal social charge. The DWT deducted by Holdings discharges the liability to income tax and the universal social charge. An exception to this position may apply where the shareholder holds Holdings Shares through a branch or agency in Ireland through which a trade is carried on.

Irish resident or ordinarily resident shareholders may be subject to Irish tax and (in the case of an individual) the universal social charge and/or Pay Related Social Insurance on dividends received from Holdings. Such combined company shareholders should consult their own tax advisors.

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Capital Acquisitions Tax (CAT)

CAT comprises principally gift tax and inheritance tax. CAT could apply to a gift or inheritance of Holdings Shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Holdings Shares may be regarded as property situated in Ireland for Irish CAT purposes as the share register of Holdings must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.

CAT is currently levied at a rate of 33% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (i) the relationship between the donor and the donee and (ii) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same group threshold. Gifts and inheritances passing between spouses are exempt from CAT. Children have a tax-free threshold of € €335,000 in respect of taxable gifts or inheritances received from their parents. Holdings Shareholders should consult their own tax advisors as to whether CAT is creditable or deductible in computing any domestic tax liabilities.

There is also a “small gift exemption” from CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar year, is exempt from CAT and is also excluded from any future aggregation. This exemption does not apply to an inheritance.

THE IRISH TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. SHAREHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SCHEME AND OF THE SUBSEQUENT ACQUISITION, OWNERSHIP AND DISPOSAL OF HOLDINGS SHARES.

U.S. Federal Income Tax Considerations

The following is a material discussion of U.S. federal income tax considerations for U.S. holders and non-U.S. holders (each as defined below) relating to the Scheme but does not purport to be a complete analysis of all the potential tax consequences relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder and administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax considerations different from those set forth below. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.

This summary also does not address the tax considerations arising under the laws of any U.S. state or local jurisdiction, non-U.S., or under any U.S. non-income tax laws, such as federal gift and estate tax rules, or the effect, if any, of the Medicare contribution tax on net investment income. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

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In addition, if a partnership (or other entity or arrangement classified as a pass-through or disregarded entity for U.S. federal income tax purposes) holds Seagate Ordinary Shares, the tax treatment of a partner or member in the partnership or other entity generally will depend on the status of the partner or member and upon the activities of the partnership or other entity or arrangement. A partner or member in a partnership or other entity or arrangement that holds Seagate Ordinary Shares or will hold Holdings Shares should consult his, her or its own tax advisor regarding the tax considerations of the Scheme.

For purposes of this summary, a “U.S. holder” is a beneficial owner of Seagate Ordinary Shares who is, for U.S. federal income tax purposes:

For purposes of this summary, a “non-U.S. holder” is a beneficial owner of Seagate Ordinary Shares who is neither a U.S. holder nor an entity classified for U.S. federal income tax purposes as a partnership or as a “disregarded entity.”

Assuming Seagate converts to a unlimited company after the Scheme, Seagate intends the Scheme to qualify as a reorganization within the meaning of Section 368(a) of the Code, and Seagate intends to obtain an opinion from

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Ernst & Young Global Limited that the Scheme should qualify as a reorganization. There can be no assurance that the IRS will not take a contrary position to such opinion or the views expressed herein or that a court will not agree with a contrary position of the IRS.

Material U.S. Tax Consequences to Seagate and Holdings

Neither Seagate nor Holdings should be subject to U.S. federal income tax as a result of the Transaction.

Material U.S. Tax Consequences to U.S. Holders

The Scheme.

If the Scheme qualifies as a reorganization, a U.S. holder who receives New Holdings Shares in the Scheme should not recognize any gain or loss solely as a result of the Scheme. Consequently, the tax basis of the Holdings Shares received in exchange for Seagate Ordinary Shares will be equal to the basis of the Seagate Ordinary Shares exchanged. The holding period for the Holdings Shares received in the Scheme will include the holding period for the Seagate Ordinary Shares surrendered in the Scheme. Under applicable Treasury Regulations, Seagate does not expect that U.S. holders who own 5% or more of the outstanding Seagate Ordinary Shares will be required to file a “gain recognition agreement” with the IRS solely as a result of the Scheme. U.S. holders who own 5% or more of the outstanding Seagate Ordinary Shares are urged to consult their tax advisor with regard to the U.S. federal income tax consequences of the Scheme.

Receiving Distributions on Holdings Shares. Subject to the discussion below under “—Passive Foreign Investment Company Provisions,” U.S. holders will be required to include in gross income the gross amount of any distribution received on the Holdings Shares to the extent that the distribution is paid out of Holdings’ current or accumulated earnings and profits as determined for U.S. federal income tax purposes, which we refer to as a dividend. With respect to non-corporate U.S. holders, certain dividends received from a qualified foreign corporation will be subject to U.S. federal income tax at a reduced rate. As long as Holdings Shares are listed on NASDAQ (or certain other stock exchanges) and/or Holdings qualifies for benefits under the Convention Between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains, or the Ireland-U.S. Tax Treaty, and Holdings has not been and is not considered a PFIC (as defined below) during the relevant period, Holdings will be treated as a qualified foreign corporation for this purpose. As a result of these rules, Seagate believes that it is and Holdings will be a qualified foreign corporation. U.S. holders should consult their own tax advisor regarding the application of the relevant rules to their particular circumstances.

Dividends from Holdings, like dividends from Seagate, will not be eligible for the dividends-received deduction under the Code, which is generally allowed to U.S. corporate shareholders on dividends received from certain domestic and foreign corporations.

Like distributions from Seagate, distributions from Holdings in excess of its current and accumulated earnings and profits, if permitted under Irish law, will be applied first to reduce the U.S. holder’s tax basis in its Holdings Shares, and thereafter will constitute gain from the sale or exchange of such shares. Special rules not here described may apply to U.S. holders who do not have a uniform tax basis and holding period in all of their Holdings Shares, and any such U.S. holders are urged to consult their own tax advisor with regard to such rules.

Dispositions of Holdings Shares. Subject to the discussion below under “—Repurchase of Shares by Holdings” and “—Passive Foreign Investment Company Provisions,” U.S. holders of Holdings Shares, like current U.S. holders of Seagate Ordinary Shares, generally should recognize capital gain or loss for U.S. federal income tax purposes on the sale, exchange or other taxable disposition of Holdings Shares in an amount equal to the difference between the amount realized from such sale, exchange or other taxable disposition and the U.S. holders’ tax basis in such shares. The deductibility of capital losses is subject to limitations.

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Repurchase of Shares by Holdings. Like a repurchase of Seagate Ordinary Shares by Seagate, a repurchase of Holdings Shares by Holdings generally will be treated as a dividend to the extent of Holdings’ current and accumulated earnings and profits unless it satisfies one of the alternative tests under Section 302(b) of the Code to be treated as a sale or exchange, subject to the potential application of the PFIC rules as discussed below under “—Passive Foreign Investment Company Provisions”. The tests for determining whether a repurchase of shares will qualify as a sale or exchange under Section 302(b) of the Code include whether a repurchase (i) is “substantially disproportionate,” (ii) constitutes a “complete termination of the holder’s stock interest” in Holdings or (iii) is “not essentially equivalent to a dividend,” each within the meaning of Section 302(b) of the Code. In determining whether any of the tests under Section 302(b) of the Code are met, including the tests mentioned in the preceding sentence, shares considered to be owned by the U.S. holder under certain constructive ownership rules, as well as shares actually owned, generally must be taken into account. Because the determination of whether any of the alternative tests of Section 302(b) of the Code are satisfied with respect to a particular U.S. holder will depend on the particular facts and circumstances at the time the determination is made, U.S. holders are advised to consult their own tax advisors to determine their tax treatment in light of their own particular circumstances.

Treatment of Certain Irish Taxes. As is the case for Seagate Ordinary Shares, for U.S. tax purposes, any Irish stamp duty or Irish capital acquisitions tax imposed on a U.S. holder, as described below under “—Irish Tax Considerations—Stamp Duty” and “—Irish Tax Considerations—Capital Acquisitions Tax,” will not be creditable against U.S. federal income taxes. U.S. holders should consult their tax advisors regarding the treatment of these Irish taxes.

Passive Foreign Investment Company Provisions. The treatment of U.S. holders of Holdings Shares in some cases could be materially different from that described above if, at any relevant time, Seagate or Holdings were a passive foreign investment company, which we refer to as a “PFIC.”

For U.S. tax purposes, a foreign corporation will generally be classified as a PFIC for any taxable year if either (1) 75% or more of its gross income is “passive income” (as defined for U.S. federal income tax purposes) or (2) the average percentage of assets held by such corporation which produce passive income or which are held for the production of passive income is at least 50%. For purposes of applying the tests in the preceding sentence, a look-through rule applies and the foreign corporation is deemed to own its proportionate share of the assets, and to receive directly the proportionate share of the income, of any other corporation of which the foreign corporation owns, directly or indirectly, at least 25% by value of the stock.

Seagate believes that it is not a PFIC and that Holdings will not become a PFIC as a result of its business operations and asset holdings following the Scheme Effective Time, and the discussion herein assumes that neither Seagate nor Holdings is a PFIC. The tests for determining PFIC status are applied annually, and it is difficult to accurately predict future income and assets relevant to this determination. Accordingly, no assurance can be given that the IRS would not challenge this position or that a court would not sustain such challenge.

If Holdings should determine in the future that it is a PFIC, it will endeavor to so notify U.S. holders of Holdings Shares, although there can be no assurance that it will be able to do so in a timely and complete manner.

U.S. holders of Holdings Shares should consult their own tax advisor about the PFIC rules, including the availability of certain elections.

Material U.S. Tax Consequences to Non-U.S. Holders

The Scheme. A non-U.S. holder generally should not be subject to U.S. federal income or withholding tax on gain realized, if any, on the receipt of Holdings Shares in exchange for their Seagate Ordinary Shares.

Consequences of Owning Holdings Shares. A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on dividends from Holdings unless: (1) the dividends are effectively connected with the

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holder’s conduct of a trade or business in the U.S. (or, if a tax treaty applies, the dividends are attributable to a permanent establishment or fixed place of business maintained by the non-U.S. holder in the U.S.); or (2) such non-U.S. holder is subject to backup withholding.

Consequences of Disposing of Holdings Shares. A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the sale, exchange or other disposition of Holdings Shares unless: (1) such gain is effectively connected with the conduct by the non-U.S. holder of a trade or business within the U.S. (or, if a tax treaty applies, is attributable to a permanent establishment or fixed place of business maintained by the non-U.S. holder in the U.S.); (2) in the case of certain capital gains recognized by a non-U.S. holder that is an individual, such individual is present in the U.S. for 183 days or more during the taxable year in which the capital gain is recognized and certain other conditions are met; or (3) the non-U.S. holder is subject to backup withholding.

Information Reporting and Backup Withholding

U.S. holders that own at least 5% (of total voting power or total value) of Seagate Ordinary Shares immediately before the Scheme Effective Date will be required to file a Section 368(a) statement. Other information reporting could also apply to the Scheme. Shareholders of Seagate should consult their own tax advisor about the information reporting requirements that could be applicable to the exchange of Seagate Ordinary Shares for Holdings Shares in the Scheme.

Dividends on Holdings Shares paid within the U.S. or through certain U.S.-related intermediaries are subject to information reporting unless the holder is a corporation, other exempt recipient or non-U.S. holder who establishes such foreign status. Dividends subject to information reporting are subject to backup withholding (currently at a rate of 24%) unless the payee furnishes the payor with a taxpayer identification number and satisfies certain certification requirements. Information reporting requirements and backup withholding may also apply to the payment of proceeds from a sale of Holdings Shares within the U.S. or through certain U.S.-related intermediaries. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the holder furnishes certain required information to the IRS.

If a U.S. holder of Holdings Shares does not provide us (or our paying agent) with the holder’s correct taxpayer identification number or other required information, the holder may be subject to penalties imposed by the IRS.

In order for a non-U.S. holder to not be subject to backup withholding tax on a subsequent disposition of Holdings Shares, or dividends paid on those shares, a non-U.S. holder may be required to provide an IRS Form W-8BEN or W-8BEN-E or other appropriate version of IRS Form W-8 certifying such non-U.S. holder’s non-U.S. status or otherwise establish an exemption.

Holders should consult their tax advisor regarding the application of information reporting and backup withholding to their particular situations.

THE U.S. FEDERAL INCOME TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH SEAGATE SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SHAREHOLDER.

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DESCRIPTION OF HOLDINGS SHARE CAPITAL

The following description of Holdings Shares is a summary. This summary is not complete and is subject to and qualified in its entirety by reference to the complete text of the Holdings Constitution attached to this Proxy Statement as Annex B, as well as to the Irish Companies Act. We encourage you to read the Holdings Constitution and the applicable provisions of the Irish Companies Act carefully.

Capital Structure

The authorized share capital of Holdings is €40,000 and US$13,500 and consists of (a) 40,000 deferred shares of €1.00 each, (b) 1,250,000,000 ordinary shares of US$0.00001 each and (c) 100,000,000 undesignated preferred shares of US$0.00001 each. The authorized share capital includes 40,000 deferred shares with a nominal value of €1.00 per share in order to satisfy statutory requirements for the issued share capital of all Irish public limited companies commencing operations.

Holdings may issue shares subject to the maximum prescribed by its authorized share capital contained in the Holdings Constitution.

As a matter of Irish company law, the directors of a company may issue new ordinary or preferred shares without shareholder approval once authorized to do so by the constitution of the company or by an ordinary resolution adopted by the shareholders at a general meeting. An ordinary resolution requires over 50% of the votes of a company’s shareholders cast at a general meeting. The authority conferred can be granted for a maximum period of five years, at which point it must be renewed by the shareholders of the company by an ordinary resolution. The Holdings Constitution confers a five-year authority on its directors to allot and issue it authorized share capital.

Holdings’ authorized share capital may be increased or reduced by way of an ordinary resolution of Holdings’ shareholders. The shares comprising the authorized share capital of Holdings may be divided into shares of such par value as the resolution shall prescribe.

The rights and restrictions to which Holdings Shares are subject are prescribed in the Holdings Constitution. The Holdings Constitution allows the Holdings Board, without shareholder approval, to determine the terms of any preferred shares issued by Holdings. Holdings Board is authorized, without obtaining any vote or consent of the holders of any class or series of shares unless expressly provided by the terms of that class or series or shares, to provide from time to time for the issuance of other classes or series of preferred shares and to establish the characteristics of each class or series of preferred shares, including the number of shares, designations, relative voting rights, dividend rights, liquidation and other rights, redemption, repurchase or exchange rights and any other preferences and relative, participating, optional or other rights and limitations not inconsistent with applicable law.

Irish law does not recognize fractional shares held of record; accordingly, the Holdings Constitution does not provide for the issuance of fractional shares of Holdings, and Holdings’ official Irish register does not reflect any fractional shares.

Pre-emption Rights, Share Warrants and Share Options

Generally, under Irish law, certain statutory pre-emption rights apply automatically in favor of Holdings’ shareholders where shares in Holdings are to be issued for cash. As permitted by Irish law, in the Holdings Constitution, Holdings has opted out of these pre-emption rights for the maximum period of five years at which point any opt-out must be renewed by Holdings Shareholders by a special resolution. The statutory pre-emption rights do not apply where shares are issued for non-cash consideration and do not apply to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution).

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The Holdings Constitution provides that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Holdings is subject, the Holdings Board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the Holdings Board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the Holdings Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Act provides that directors may issue share warrants or options without shareholder approval once authorized to do so by the constitution or an ordinary resolution of shareholders. The Holdings Board may issue shares upon exercise of warrants or options without shareholder approval or authorization.

Immediately following the consummation of the Scheme, Holdings will be subject to the rules of NASDAQ that require shareholder approval of certain share issuances.

Dividends

Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means the accumulated realized profits of Holdings less accumulated realized losses of Holdings and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made unless Holdings’ net assets are equal to, or in excess of, the aggregate of Holdings’ called-up share capital plus undistributable reserves and the distribution does not reduce Holdings’ net assets below such aggregate. Undistributable reserves includes undenominated capital and the amount by which Holdings’ accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Holdings’ accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

The determination as to whether or not Holdings has sufficient distributable reserves to fund a dividend must be made by reference to “relevant financial statements” of Holdings. The “relevant financial statements” will be either the last set of unconsolidated annual audited financial statements or other qualifying financial statements properly prepared in accordance with the Irish Companies Act, which give a “true and fair view” of Holdings’ unconsolidated financial position, and accord with accepted accounting practice. The relevant financial statements must be filed in the Registrar of Companies (the official public registry for companies in Ireland).

The mechanism as to who declares a dividend and when a dividend shall become payable is governed by the Holdings Constitution. The Holdings Constitution authorizes the directors to declare such dividends as appear justified from the profits of Holdings without the approval of the shareholders at a general meeting. The Holdings Board may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the form of cash or non-cash assets.

The directors of Holdings may deduct from any dividend payable to any shareholder all sums of money (if any) payable by such shareholder to Holdings in relation to the shares of Holdings.

The directors of Holdings are also entitled to issue shares with preferred rights to participate in dividends declared by Holdings. The holders of such preferred shares may, depending on their terms, be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to holders of ordinary shares.

Share Repurchases, Redemptions and Conversions

Overview

The Holdings Constitution provides that, unless the Holdings Board specifically elects to treat such acquisition as a purchase for the purposes of the Irish Companies Act, any ordinary share which Holdings has acquired

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or agreed to acquire shall be deemed to be a redeemable share on, and from the time of, the existence or creation of an agreement, transaction or trade between Holdings and any third party pursuant to which Holdings acquires or will acquire ordinary shares, or an interest in ordinary shares, from the relevant third party. Accordingly, for Irish company law purposes, any repurchases of ordinary shares by Holdings will technically be effected as a redemption of those shares as described below under “—Repurchases and Redemptions by Holdings.” If the Holdings Constitution did not contain this provision, repurchases by Holdings would be subject to many of the same rules that apply to purchases of Holdings Shares by subsidiaries described below under “—Purchases by Subsidiaries of Holdings,” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, when we refer elsewhere in this description to repurchasing or buying back Holdings Shares, we are referring to the redemption Holdings Shares pursuant to such provision of the Holdings Constitution or the purchase of Holdings Shares by a subsidiary of Holdings, in each case in accordance with the Holdings Constitution and Irish company law as described below.

Repurchases and Redemptions by Holdings

Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves (which are described above under “Description of Holdings Share Capital—Dividends”) or the proceeds of a new issue of shares for that purpose. Immediately following implementation of the Scheme, the unconsolidated balance sheet of Holdings will not contain any distributable reserves. The current shareholder of Holdings, a third party Irish corporate services provider, will pass a resolution approving the Creation of Distributable Reserves prior to the Scheme becoming effective. If the Court Scheme of Arrangement Proposal is approved, Seagate Shareholders will also be asked on an advisory, non-binding basis to approve the Creation of Distributable Reserves. If the shareholders of Seagate approve the Required Shareholder Approvals and the Scheme becomes effective, we will seek to obtain the approval of the Irish Court, which is required for the Creation of Distributable Reserves to be effective, as soon as practicable following the Scheme Effective Time. Although we are not aware of any reason why the Irish Court would not approve the creation of the distributable reserves, there is no guarantee that such approval will be forthcoming. Please see “Risk Factors—Timing of the Scheme and Creation of Distributable Reserves may affect Seagate’s future capital distribution plans”. Nonetheless, we anticipate the approval of the Irish Court to be obtained within approximately six weeks of the Scheme becoming effective. Please see “Creation of Distributable Reserves Proposal”.

The issuance of redeemable shares may only be made by Holdings where the nominal value of the issued share capital that is not redeemable is more than 10% of the nominal value of the total issued share capital of Holdings. All redeemable shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Based on the Holdings Constitution, shareholder approval will not be required to redeem Holdings Shares.

The Holdings Board will also be entitled to issue preferred shares which may be redeemed at the option of either Holdings or the shareholder, depending on the terms of such preferred shares.

Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Holdings at any time must not exceed 10% of the nominal value of the issued share capital of Holdings. Holdings cannot exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be cancelled by Holdings or re-issued subject to certain conditions.

Purchases by Subsidiaries of Holdings

Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase shares of Holdings either on-market or off-market. A general authority of the shareholders of Holdings is required to allow a subsidiary of Holdings to make on-market purchases of Holdings Shares; however, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of Holdings Shares is required. Holdings may seek such general authority from its shareholders in the future. In order for a subsidiary of

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Holdings to make an on-market purchase of Holdings’ shares, such shares must be purchased on a “recognised stock exchange.” NASDAQ, on which the shares of Seagate and Holdings are or will be listed, became a “recognised stock exchange” for this purpose on March 12, 2010, as a result of the coming into effect of the Irish Companies (Recognised Stock Exchanges) Regulations 2010. For an off-market purchase by a subsidiary of Holdings, the proposed purchase contract must be authorized by special resolution of the shareholders of Holdings before the contract is entered into. The person whose shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution, the purchase contract must be on display or must be available for inspection by shareholders at the registered office of Holdings.

The number of shares held by the subsidiaries of Holdings at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Holdings. While a subsidiary holds shares of Holdings, it cannot exercise any voting rights in respect of those shares. The acquisition of the shares of Holdings by a subsidiary must be funded out of distributable reserves of the subsidiary.

Bonus Shares

Under the Holdings Constitution, the Holdings Board may resolve to capitalize any amount credited to any reserve or fund (whether or not distributable) of Holdings for issuance and distribution to shareholders as fully paid up shares or bonus shares to those members who: (i) in the case of a distributable reserve, would have been entitled to that amount if it had been distributed by way of dividend; or (ii) in the case of an undistributable reserve, would have been entitled to that amount if it were distributable and had been distributed by way of dividend.

Consolidation and Division; Subdivision

Under the Holdings Constitution, Holdings may by ordinary resolution consolidate and divide all or any of its share capital into shares of larger par value than its existing shares or subdivide its shares into smaller amounts than is fixed by its constitution.

Reduction of Share Capital

Holdings may, by ordinary resolution, reduce its authorized share capital in any way. Holdings also may, by special resolution and subject to confirmation by the Irish Court, reduce or cancel its issued share capital in any way.

General Meetings of Shareholders

Following the consummation of the Scheme, Holdings will be required to hold annual general meetings at intervals of no more than fifteen months, provided that an annual general meeting is held in each calendar year and no more than nine months after its fiscal year-end. Any general meeting may be held outside Ireland if a resolution so authorizing is passed by the Holdings Board, provided that technical means are provided to enable shareholders to participate in the meeting without leaving Ireland.

The Holdings Constitution includes a provision reflecting this requirement of Irish law. At any annual general meeting, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Holdings Board or (b) by any member entitled to vote at such meeting who complies with the procedures set forth in the constitution.

Extraordinary general meetings of Holdings may be convened by (i) the Holdings Board, (ii) on requisition of the shareholders holding not less than 10% of the paid-up share capital of Holdings carrying voting rights or (iii) on requisition of Holdings’ auditors. Extraordinary general meetings will be generally held for the purposes of approving shareholder resolutions of Holdings as may be required from time to time. At any extraordinary general meeting only such business shall be conducted as is set forth in the notice thereof.

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Notice of a general meeting must be given to all shareholders of Holdings entitled to such notice and to the auditors of Holdings. The Holdings Constitution provides that the maximum notice period is 60 days. The minimum notice periods are 21 days’ notice in writing for an annual general meeting or an extraordinary general meeting to approve a special resolution and 14 days’ notice in writing for any other extraordinary general meeting. Because of the 21-day and 14-day requirements described in this paragraph, the Holdings Constitution includes provisions reflecting these requirements of Irish law.

In the case of an extraordinary general meeting convened by shareholders of Holdings, the proposed purpose of the meeting must be set out in the requisition notice. The requisition notice can contain any resolution. Upon receipt of this requisition notice, the Holdings Board has 21 days to convene a meeting of Holdings’ shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the Holdings Board does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice.

The Holdings Board may postpone any general meeting of Holdings (to the extent permitted by law) after it has been convened where the Holdings Board in its absolute discretion considers that the reasons for convening the meeting no longer exist or it is, for any reason, not in Holdings’ interests to hold the meeting. Such postponement may be for a particular period of time or indefinitely.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the consideration of the Irish statutory financial statements and the report of the directors and the report of the statutory auditors on those statements and that report; the review by the members of the company’s affairs; the declaration of a dividend (if any) of an amount not exceeding the amount recommended by the directors (save where the constitution provides otherwise); the authorization of the directors to approve the statutory auditor’s remuneration, where the constitution of the company so provides; the election and re-election of directors; the appointment or re-appointment of statutory auditors; and, where the constitution of the company so provides, the remuneration of the directors. If no resolution is made in respect of the reappointment of an existing auditor at an annual general meeting, the existing auditor will be deemed to have continued in office.

Directors are elected by ordinary resolution at general meetings, provided that, if there is a contested election (as provided for in the Holdings Constitution), each of the nominees shall be voted upon as a separate resolution and the directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at any such meeting and entitled to vote on the election of directors. “Elected by a plurality” means the election of those director nominees equal in number to the number of positions to be filled at the relevant general meeting that received the highest number of votes in the contested election. Directors serve until the next annual general meeting when they retire and can be re-elected. Because Irish law requires a minimum of two directors at all times, in the event that an election results in no director being elected, each of the two nominees receiving the greatest number of votes in favor of his or her election shall hold office until his or her successor shall be elected. In the event that an election results in only one director being elected, that director shall be elected and shall serve until the next annual general meeting, and the nominee receiving the greatest number of votes in favor of their election shall hold office until his or her successor shall be elected.

If the Holdings Board becomes aware that the net assets of Holdings are half or less of the amount of Holdings’ called-up share capital, the Holdings Board must convene an extraordinary general meeting of Holdings’ shareholders not later than 28 days from the date that they learn of this fact. This meeting must be convened for the purposes of considering whether any, and if so what, measures should be taken to address the situation.

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