PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED AUGUST 23, 2017

DOUBLE EAGLE ACQUISITION CORP.
2121 AvenueTable of the Stars,Contents

901 S. Bond Street, Suite 2300600
Los Angeles, CA 90067

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [          ], 2017

TO THE SHAREHOLDERS OF DOUBLE EAGLE ACQUISITION CORP.:April 30, 2019

Dear Fellow Stockholders:

You are cordially invited to attend the extraordinary general2019 annual meeting which we refer to as the “Extraordinary General Meeting”, of shareholdersstockholders of Double Eagle Acquisition Corp., which we refer to as “we”, “us”, “our”, “DEAC” or the “Company”,WillScot Corporation at our executive office at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231, on June 18, 2019, at 9 a.m. Eastern Daylight Time.

The matters expected to be held at [          ] Eastern Timeacted upon, as well as instructions on [          ], 2017 at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, NY 10166. The accompanying proxy statement, which we referhow to as the “Proxy Statement”, is dated [          ], 2017, and is first being mailed to shareholders of the Company on or about [          ], 2017. The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following proposals:

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully describeddetail in the accompanying Proxy Statement.notice of annual meeting and proxy statement.

The purposeOnly stockholders of the Extension Amendment Proposal is to allow the Company more time to complete its previously announced proposed business combination with Williams Scotsman International, Inc. (“WSII” and together with its subsidiaries, “Williams Scotsman”) pursuant to the Stock Purchase Agreement, dated as of August 21, 2017, as may be amended from time to time (the “Stock Purchase Agreement”), by and among the Company, Williams Scotsman Holdings Corp, a wholly owned subsidiary of the Company (“Holdco Acquiror”, and, together with the Company, the “Acquirors”), Algeco Scotsman Global S.à r.l. and Algeco Scotsman Holdings Kft. (together with Algeco Scotsman Global S.à r.l., the “Sellers”). The Company intends to file a registration statement on Form S-4, including a proxy statement/prospectus, relating to the Williams Scotsmsan business combination (the “registration statement”) as soon as possible.

Our IPO prospectus and Articles provided that the Company has until September 16, 2017 to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”), which does not provide sufficient time to complete the SEC review process of the registration statement, hold our shareholder meeting to approve the proposed business combination and close the proposed business combination. The purpose of the Extension Amendment Proposal is to allow the Company more time to complete the William Scotsman business combination, which our board believes is in the best interest of our shareholders. If the Extension Amendment

Proposal is approved, we will hold another shareholder meeting prior to the Extended Date in order to seek shareholder approval of the proposed business combination with Williams Scotsman.

In connection with the Extension Amendment Proposal, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding Class A ordinary shares issued in our IPO, which shares we refer to as the “public shares”, and which election we refer to as the “Election”. An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote,record at the Extraordinary General Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, this shall not affect the right of public shareholders to have the opportunity to redeem all or a portion of their ordinary shares upon completion of an initial business combination.

Based upon the amount in the Trust Account as of June 30, 2017, which was $502,663,076, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.05 at the time of the Extraordinary General Meeting. The closing price of the Company’s ordinary shares on the NASDAQ on August 22, 2017, the most recent closing price, was $10.05. The Company cannot assure shareholders that they will be able to sell their ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

If the Extension Amendment Proposal is not approved and we do not consummate a business combination by September 16, 2017, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released to us to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish rights of the public shareholders as shareholders of the Company (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, neither Double Eagle Acquisition LLC, which we refer to as our “Sponsor”, nor Harry E. Sloan and the company’s executive officers and independent directors, which, together with our Sponsor, we refer to as our “initial shareholders”, will receive any monies held in the Trust Account as a result of their aggregate ownership of the 12,500,000 Class B ordinary shares, which we refer to as the “founder shares”, that are owned by the Sponsor and our other initial shareholders on the date of this Proxy Statement.

The approval of the Extension Amendment Proposal requires a special resolution under the Cayman Islands Companies Law (2016 Revision) (“Cayman Islands Company Law”), being the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. The

approval of the Extension Amendment Proposal is essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands Company Law, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Our board has fixed the close of business on August 28, 2017 as the record date for determining the Company shareholdersApril 22, 2019 are entitled to receive notice of and to vote at the Extraordinary General Meeting and any adjournment thereof. Only holdersannual meeting.

Your vote is important. If you hold your shares through a brokerage firm or bank, your brokerage firm or bank cannot vote your shares on the election of recorddirectors without specific instructions from you on how to vote. In order for your vote to be counted, please ensure to submit your vote to your brokerage firm or bank.

We appreciate the confidence you have placed in us through your investment in our company.

Sincerely,

Gerard E. Holthaus
Chairman of the Company’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary GeneralBoard

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​	​	​	​	​ 2019 proxy statement

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Notice of Annual Meeting or any adjournment thereof.

You are not being asked to vote on the proposed business combination with Williams Scotsman at this time. If you are a public shareholder, you will have the right to vote on the proposed business combination with Williams Scotsman when it is submitted to shareholders.

After careful consideration of all relevant factors, the Company’s board has determined that the Extension Amendment ProposalStockholders

Items of Business and if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.Voting Recommendations:

Under Cayman Islands Company Law and the Company’s amended and restated memorandum and articles of association, no other business may be transacted at the Extraordinary General Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your ordinary shares.

[          ], 2017

By Order of the Board of Directors

/s/ Jeff Sagansky

Bradley L. Bacon

Vice President, Chief Executive OfficerGeneral Counsel and DirectorCorporate Secretary
April 30, 2019

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote in person at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary GeneralAnnual Meeting of Stockholders on June 18, 2019: this notice of annual meeting and proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2018 are available on our website athttps://investors.willscot.com.

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​	​	​	​	​ 2019 proxy statement

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Table of Contents

WILLSCOT CORPORATION
Proxy Statement
For the Annual Meeting of Stockholders
To Be Held on June 18, 2019

TABLE OF CONTENTS

We are sending you these proxy materials in connection with WillScot's solicitation of proxies, on behalf of its Board of Directors, for the 2019 annual meeting of stockholders. Distribution of these materials is scheduled to begin on May 10, 2019.

PROPOSAL 1 – ELECTION OF DIRECTORS			3
PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			14
EXECUTIVE COMPENSATION			18
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			23
MATTERS RAISED AT THE ANNUAL MEETING NOT INCLUDED IN THIS STATEMENT			25
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2019 ANNUAL MEETING			25
SECTION 16(A) BENEFICAL OWNERSHIP REPORTING COMPLIANCE			26
ACCESS TO FORM 10-K			26
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			26

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​	​	​ 1	​	​ 2019 proxy statement

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Table of Contents

Explanatory Note

WillScot Corporation is a holding company. We have no direct operations and our principal asset is our equity interest in Williams Scotsman Holdings Corp. ("WS Holdings"), which owns an industry-leading specialty rental services business. We have a majority interest in, and control the management of, WS Holdings.

We are an "emerging growth company" under applicable federal securities laws, and therefore are permitted to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a "small reporting company," as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers ("NEOs"), or the frequency with which such votes must be conducted.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of completion of our initial public company, which we completed in September 2015; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period; or (iv) the date on which we are deemed to be held on [          ], 2017:This notice of extraordinary general meetinga large accelerated filed under the Securities and the accompanying Proxy Statement are available athttp://www.cstproxy.com/doubleeagleacquisitioncorp/2017.

DOUBLE EAGLE ACQUISITION CORP.
2121 Avenue of the Stars, Suite 2300
Los Angeles, CA 90067

EXTRAORDINARY GENERAL MEETING TO BE HELD ON [          ], 2017

PROXY STATEMENT

The extraordinary general meeting, which we refer toWillScot Corporation (formerly known as the “Extraordinary General Meeting”, of shareholders of Double Eagle Acquisition Corp., which we refer to) was originally incorporated as the “we”, “us”, “our”, “DEAC” or the “Company”, will be held at [          ] Eastern Time on [          ], 2017 at the offices of Winston & Strawn LLP, located at 200 Park Avenue, New York, New York 10166,a special purpose acquisition company formed for the sole purpose of considering and voting upon the following proposals:

The purpose of the Extension Amendment Proposal is to allow the Company more time to complete its previously announced proposed business combination withindirectly acquired Williams Scotsman International, Inc. (“WSII”("WSII") for an aggregate purchase price of $1.1 billion, and together with(ii) Sapphire Holding S.a.r.l ("Sapphire"), which is an investment holding company controlled by TDR Capital LLP ("TDR Capital") and an affiliate of WSII's former owners, acquired a controlling interest in our voting securities.

As part of the Business Combination, our company changed its subsidiaries, “Williams Scotsman”name to WillScot Corporation, reconstituted its Board of Directors ("Board"), and appointed new management. In reconstituting our Board, our former sponsor, Double Eagle Acquisition LLC ("DEAL"), and TDR Capital appointed the initial seven members of our Board pursuant to thean amended Stock Purchase Agreement dated as of August 21,November 6, 2017, a copy of which appears as exhibit 2.1 to Amendment No. 3 to our Registration Statement on Form S-4 (File No. 333-220356) filed with the SEC on November 6, 2017.

Additional information regarding the Business Combination and the transactions related thereto is available in our Annual Report on Form 10-K that we filed with the SEC on March 15, 2019.

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​	​	​ 2	​	​ 2019 proxy statement

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PROPOSAL 1 – ELECTION OF DIRECTORS

		PROPOSAL SNAPSHOT				​
		What Am I Voting On?				​
		Stockholders are being asked to elect the two director nominees named in this proxy statement for a three-year term.				​
				Voting Recommendation: FOR the election of each of the Board's director nominees.		​
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Board Structure

Our Board consists of seven members. It is divided into three classes (Class I, Class II, and Class III) with staggered three-year terms, with one class of directors elected each year. The division of our Board into staggered classes may be amendeddelay or prevent a change of control of our management or our company.

Our Board has formed three committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee (the "Governance Committee").

Director Nominations

Process for Nominating Directors

The Governance Committee solicits and receives recommendations for potential director candidates from timestockholders, management, directors and other sources. The Board will select nominees based on independence, reputation, integrity, diversity of experience and background, depth of business experience, familiarity with national and international business matters, familiarity with the company's industry, other professional commitments, the ability to time (the “Stock Purchase Agreement”), byexercise sound judgment, and amongother relevant factors.

The Board values diversity of talents, skills, abilities and experiences and believes that Board diversity of all types provides significant benefits to the Company, Williams Scotsman Holdings Corp, a wholly owned subsidiarycompany. Although the Board has no specific diversity policy, the Board considers the diversity of the Company (“Holdco Acquiror”Board and potential director candidates in selecting new director candidates.

Stockholder Nominations

The Governance Committee considers unsolicited inquiries and director nominees recommended by stockholders in the same manner as nominees from all other sources. Recommendations should be sent to the Corporate Secretary at 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231. Stockholders may nominate a director candidate to serve on the Board by following the procedures described in our bylaws.

Deadlines for shareholder nominations for WillScot's 2020 annual meeting of stockholders are included in the "Stockholder Proposals and Director Nominations for the 2020 Annual Meeting" section of this proxy statement.

Director Nominee Biographies & Qualifications

The Board has nominated the two individuals below to stand for re-election for a three-year term expiring at the annual meeting of stockholders in 2022. If a nominee is unable to serve, the Board may identify a substitute nominee or nominees. If that occurs, all valid proxies will be voted for the election of the substitute nominee or nominees

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​	​	​ 3	​	​ 2019 proxy statement

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designated by the Board. Alternatively, the Board may determine to keep a vacancy open or reduce the size of the Board.

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​	​	​ 4	​	​ 2019 proxy statement

Table of Contents

Continuing Director Biographies & Qualifications

The individuals below are members of our Board whose term of office expires at the annual meeting of stockholders in 2020 or 2021. Accordingly, these directors are not standing for re-election at our 2019 annual meeting.

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​	​	​ 5	​	​ 2019 proxy statement

Table of Contents

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​	​	​ 6	​	​ 2019 proxy statement

Table of Contents

Relevant Director Skills

The Board believes that our directors, as a whole, have the necessary experience and expertise, and each director possesses the particular attributes that qualify him or her to serve on our Board. The principal qualifications are:

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Leadership

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Independence

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Gerard Holthaus

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Gary Lindsay

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Rebecca Owen

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Fredric Rosen*

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Stephen Robertson

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Jeff Sagansky

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Bradley Soultz

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Director Meeting Attendance

Board and Committee Meetings

Directors are expected to participate in all meetings of the Board and each Committee on which he or she serves. In 2018, the Board held 15 meetings, the Audit Committee held 18 meettings, and the Compensation Committee and Governance Committee each held three meetings. Each director attended no less than 75% of the meetings held by the Board and each Committee on which he served in 2018, except that Messrs. Rosen and Sagansky each participated in two of the three Compensation Committee meetings.

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Other Meetings

Our independent directors meet in closed (executive) sessions, without the presence of management. The Chairman of the Board chairs the meetings of the independent directors, which coincide with regular meetings of the Board.

Directors are expected to attend our annual stockholders meetings. Each of our directors attended the 2018 annual stockholders meeting.

Committees of the Board of Directors

Committee Membership

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Fredric Rosen*

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C- chair                        - member                        * Not standing for re-election

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Each Committee operates under a written charter. The Committee charters are reviewed annually, and more frequently as necessary, to address any new rules or best practices relating to the responsibilities of the applicable Committee, or changes to such rules and best practices. The applicable Committee approves its own charter amendment and submits it to the Governance Committee, which recommends action by the Board. All charter amendments are submitted to the Board for approval.

A copy of each Committee charter is available on our corporate website at https://investors.willscot.com/corporate-governance/governance-overview.

Audit Committee

The Board has determined that each Audit Committee member is independent and otherwise qualifies as an Audit Committee member pursuant to applicable rules of the SEC and the NASDAQ Capital Market ("Nasdaq"). The Board has determined that Mark S. Bartlett and Gerard E. Holthaus each qualifies as an "audit committee financial expert" within the meaning stipulated by the SEC, based upon the education and experience described in his biography.

The Audit Committee's primary responsibilities are to monitor (i) the integrity of our financial reporting process and internal control system; (ii) the independence and performance of the independent registered public accounting firm; and (iii) the disclosure controls and procedures established by management. In discharging these responsibilities, the Audit Committee, among other things: selects, oversees and retains our independent registered public accounting firm; reviews and discusses the scope of the annual audit and written communications by our independent registered public accounting firm to the Audit Committee and management; oversees our financial reporting activities, including the annual audit and the accounting standards and principles we follow; approves audit and non-audit services by our independent registered public accounting firm and applicable fees; reviews and discusses our periodic reports filed with the SEC; reviews and discusses our earnings press releases and communications; oversees our internal audit activities; oversees our disclosure controls and procedures and reviews our internal controls over financial reporting; reviews and discusses risk assessment and risk management policies and practices; oversees the administration of our Code of Business Conduct and Ethics and other ethics policies; reviews, discusses and approves insider and affiliated person transactions; and, administers the policy with respect

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to the hiring of former employees of our independent registered public accounting firm. In addition, the Audit Committee performs an annual self-evaluation, reviews its charter and recommends changes to the Governance Committee for submission to the Board for approval, and prepares the audit committee report required to be included in our annual proxy statement.

Compensation Committee

The Board has determined that all Compensation Committee members are non-employee directors and, except Stephen Robertson, qualify as independent directors. In making its determination, the Board has considered all factors specifically relevant to determining whether a director has a relationship with the company that would materially impair the director's ability to make independent judgments about executive officer compensation, including: (i) the source of such director's compensation; (ii) any consulting, advisory or other compensatory fees paid by the company to the director; and (iii) any other affiliations the director has with the company and its affiliates, including engagements by clients that are companies or affiliates of companies for which members of the Compensation Committee serve as officers or directors. Stephen Robertson serves as a non-independent member of the Compensation Committee pursuant to Nasdaq Rule 5605(d)(2)(B), and, consistent with the requirements of this rule, Mr. Robertson will cease to be a member of the Compensation Committee on or before November 29, 2019.

The Compensation Committee and the Board solicit recommendations from our CEO and other officers regarding compensation matters, including the compensation of executive officers and key employees other than our CEO. They assist the Compensation Committee by providing information such as financial results, short-term and long-term business and financial plans, and strategic objectives, as well as their views on compensation programs and levels. Our CEO attended all of the Compensation Committee meetings held in 2018, although he did not participate in any portion of the meetings related to his compensation and performance. Only members of the Compensation Committee vote on matters before that Committee.

The primary responsibilities of the Compensation Committee include: reviewing non-executive director compensation and recommending changes to the Board for approval; approving our CEO's compensation; reviewing the compensation of other NEOs; administering our equity-based compensation plans and approving awards thereunder; establishing objective performance goals, individual award levels and operative and subjective performance measures, and overseeing all aspects of executive officer incentive compensation; reviewing and approving employment, consulting and other contracts, or arrangements with present and former executive officers; reviewing the compensation disclosures in the annual proxy statement and annual report on Form 10-K filed with the SEC and discussing the disclosures with management; performing annual performance evaluations of our executive officers; performing an annual self-evaluation; reviewing its charter and recommending changes to the Governance Committee for submission to the Board for approval; and submitting all equity-based compensation plans, executive officer compensation plans and material revisions to such plans to a vote of the Board, and to a vote of stockholders if required.

Compensation Consultant

Under its charter, the Compensation Committee is authorized to select, retain and direct the activities, and terminate the services, of compensation advisors, as well as approve fees and expenses of such advisors. The Compensation Committee has retained Frederick W. Cook & Co., Inc. ("Cook") as its independent compensation consultant. The Compensation Committee periodically evaluates Cook's independence from management, taking into consideration all relevant factors, including the independence factors specified in SEC regulations and Nasdaq listing rules.

In 2018, Cook advised the Compensation Committee on certain executive and director compensation matters. Neither Cook nor our company provided any services to the other during 2018, other than the advisory services provided by Cook to the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee serves as, or has in the prior three years served as, one of our officers or employees at any time, except that Jeff Sagansky served as our president and CEO prior to the Business

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Combination. None of our executive officers serves as, or in the prior three years has served as, a member of the board or compensation committee of any other company that has an executive officer serving as a member of our Board or the Compensation Committee.

Governance Committee

The Board has determined that all Governance Committee members are non-employee directors and qualify as independent directors.

The primary responsibilities of the Governance Committee include: identifying and qualifying the annual slate of directors for nomination by the Board; assessing the independence of our directors; identifying and qualifying the candidates for Chairman of the Board and for membership and chairmanship of the Committees for appointment by the Board; identifying and qualifying candidates to fill vacancies occurring between annual meetings of stockholders for election by the Board; monitoring compliance with, and reviewing proposed changes to, our Corporate Governance Guidelines, the Committee charters, and other policies and practices relating to corporate governance for submission to the Board for approval; monitoring and reviewing responses to stockholder communications with non-management directors together with the Company,Chairman of the “Acquirors”), Algeco Scotsman Global S.à r.l.Board; overseeing the process for director education and Algeco Scotsman Holdings Kft. (togetherBoard and Committee self-evaluations; overseeing the process relating to succession planning for our CEO and other executive officer positions; reviewing its charter and recommending changes to the Board for approval; and performing an annual self-evaluation.

Director Compensation

In 2018, the annual compensation package for our non-executive directors consisted of:

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2018 Non-Executive Director Compensation Table

Board Election & Leadership Structure

Directors are elected by a registration statementplurality of the votes cast for such director. If an incumbent director does not receive a greater number of "for" votes than "withheld" votes, then such director must tender his or her resignation to the Board for its consideration.

The Board's policy is that the Chairman of the Board is an independent, non-employee director. The Governance Committee and the Board believe that this leadership structure is the most appropriate one for the company at this time, as it allows our CEO to focus on Form S-4,the day-to-day management of the business and on executing our strategic priorities, while allowing the Chairman to focus on leading the Board, providing its advice and counsel to the CEO, and facilitating the Board's independent oversight of management.

The Board's Role in Risk Oversight

The Board oversees the risk management of our company. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a proxy statement/prospectus, relatingdetermination of the nature and level of risk appropriate for us. The Board administers its oversight of our material risks directly through the Board as a whole, as well as through the committees of Board. The Audit Committee, in addition to overseeing financial report and control risks, is responsible for reviewing and discussing risk assessment and risk management policies and practices. The Board's other committees also assist the oversight function of the Board by addressing risks related to the Williams Scotsmsan business combination (the “registration statement”)relevant committee's particular area of concentration. For example, the Compensation Committee oversees risks related to our executive compensation plans and arrangements, and the Governance Committee oversees risks associated with the independence of the Board and potential conflicts of interest.

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Each committee reports on discussions of the applicable risks to the Board during the committee reports portion of each meeting of the Board, as soonappropriate. The Board considers each committee's report, and incorporates the insight provided by the reports into its overall risk management analysis.

Duties & Responsibilities of Chairman

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Presides at all meetings of the Board

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Encourages and facilitates active participation of all directors

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Serves as possible.a liaison between the non-executive directors and our CEO

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Approves Board meeting materials for distribution

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Approves Board meeting schedules and agendas

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Has the authority to call meetings of the directors

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Leads the Board's annual evaluation of our CEO

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Monitors and coordinates with management on corporate governance issues and developments

Corporate Governance Guidelines

Our IPO prospectusBoard has adopted Corporate Governance Guidelines that reflect its commitment to oversee the effectiveness of policy and Articles provided thatdecision-making at the CompanyBoard and management level, with a view to enhancing shareholder value over the long-term. Our Corporate Governance Guidelines are available online at https://investors.willscot.com/corporate-governance/governance-overview.

Codes of Business Conduct & Ethics

Our Board has until September 16, 2017 to completeadopted a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”Code of Business Conduct and Ethics ("Code of Business Conduct"), which does not provide sufficient timeapplies to completeour directors, officers and employees, and a Code of Ethics for the SEC review processChief Executive Officer and Senior Financial Officers ("Code of Ethics"), which supplements our Code of Business Conduct and applies to our CEO, principal financial officer, principal accounting officer and controller. Copies of the registration statement, holdCode of Business Conduct and the Code of Ethics are available online at https://investors.willscot.com/corporate-governance/governance-overview. If the Board grants a waiver under our shareholder meetingCode of Business Conduct to approveany director, executive officer or senior financial officer, or we make any substantive amendment to the proposed business combination and closeCode of Ethics or grant any waiver thereunder to a covered officer, we will promptly disclose the proposed business combination. The purposenature of the Extension Amendment Proposalapplicable waiver or amendment on our website.

Board Evaluation Process

Each year, the Board expects to conduct a rigorous annual self-evaluation to help determine whether the Board and its committees are functioning effectively. The Governance Committee oversees this process. The self-evaluation process solicits input from the directors regarding the performance and effectiveness of the Board, the Committees and the individual directors, and provides an opportunity for directors to identify areas for improvement. The Governance Committee reviews with the Board the results and feedback from the self-evaluation process and makes recommendations for improvements, as appropriate. With respect to 2018, the Board successfully used this process to evaluate Board and Committee effectiveness and identify opportunities to strengthen the Board.

Director Independence

Nasdaq listing rules require a majority of our Board to be independent. An "independent director" is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.

Our Board annually makes an affirmative determination regarding the independence of each director based upon the recommendation of the Governance Committee and pursuant to allow the Company more timestandards in our Corporate Governance Guidelines. Applying these standards, the Board has affirmatively determined that Ms. Owen and Messrs. Bartlett,

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Holthaus, and Sagansky are "independent directors." Messrs. Robertson and Lindsay, who are partners of TDR Capital, are not "independent directors" due to completeTDR Capital's controlling ownership position of our company.

In making this determination, the William Scotsman business combination,Board considered the following factors, among others: the ownership positions and contractual arrangements of our Board members and their affiliates with our company; the corporate governance and other policies adopted by the Board to help avoid conflicts and potential conflicts of interest; the contractual arrangements and annual payments between our company and other companies upon which our boarddirectors also serve as directors (e.g., FTI Consulting); and, the alignment of the long-term interests of the stockholders that appointed our Board members with the long-term interests of our other stockholders.

Communication with the Board

Stockholders, employees and other interested parties may communicate with any of our directors, our Board as a group, our independent directors as a group or any Board committee as a group by sending such communications to the Corporate Secretary to be forwarded to the Chair of the Board. The Corporate Secretary may respond directly or redirect any such communication to another department of the company for an appropriate response if, in the discretion of the Corporate Secretary, such a direct response is more appropriate. The Corporate Secretary may also ignore any communication that he or she determines to be of a commercial or frivolous nature or otherwise inappropriate for Board consideration.

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PROPOSAL 2 – RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

		PROPOSAL SNAPSHOT				​
		What Am I Voting On?				​
		The Board seeks an indication from stockholders of their approval or disapproval of the Audit Committee's appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2019.				​
				Voting Recommendation: FOR the ratification of our independent registered public accounting firm.		​
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The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the company's independent auditor. Ernst & Young LLP ("EY") has been our independent auditor since November 2017. The Audit Committee believes that the retention of EY to serve as the company's independent auditor for 2019 is in the best interestinterests of our shareholders.the company and its stockholders. If the Extension Amendment Proposal is approved, we will hold another shareholder meeting prior to the Extended Date in order to seek shareholder approvalappointment of the proposed business combination with Williams Scotsman.

Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. We will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.

In connection with the Extension Amendment Proposal, public shareholders may elect to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including pro-rata interest earned on the funds held in the Trust Account and not previously released

to us to pay our income taxes, divided by the number of then outstanding Class A ordinary shares issued in our IPO, which shares we refer to as the “public shares”, and which election we refer to as the “Election”. An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, this shall not affect the right of public shareholders to have the opportunity to redeem all or a portion of their ordinary shares upon completion of an initial business combination.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $502,663,076 that was in the Trust Account as of June 30, 2017. In such event, the Company may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

If the Extension Amendment ProposalEY is not approved by our stockholders, the Audit Committee will consider whether it is appropriate to select another independent auditor.

Independent Registered Public Accounting Firm Change

On November 29, 2017, the Board approved the dismissal of WithumSmith+Brown, PC ("Withum") as our independent registered public accounting firm. We communicated to Withum the Board's decision on November 29, 2017. The reports of Withum on our financial statements as of and for the fiscal years ended December 31, 2016 and December 31, 2015 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles except as follows: such audit report contained an explanatory paragraph in which Withum expressed substantial doubt as to our ability to continue as a going concern if we dodid not consummatecomplete a business combination by September 16, 2017.

During our fiscal years ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, there were no disagreements between us and Withum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused it to make reference to the subject matter of the disagreements in its reports on our financial statements for such years. During our fiscal year ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, there were no "reportable events" as contemplateddefined in SEC rules.

We provided Withum with a copy of the foregoing disclosures and Withum furnished us with a letter addressed to the SEC stating it agrees with the statements made by us set forth above.

On November 29, 2017, the Board approved the engagement of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2017, effective November 29, 2017 upon the completion of EY's independence review. During our fiscal years ended December 31, 2016 and December 31, 2015 and the subsequent interim period through November 29, 2017, neither we, nor anyone on our behalf consulted with EY, on behalf of us, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a "disagreement," or a "reportable event," as defined SEC rules.

During our interim period of November 29, 2017 through December 31, 2017 and our fiscal year ended December 31, 2018, neither we, nor anyone on our behalf consulted with EY, on behalf of us, regarding the application of accounting principles to a specified transaction (either completed or proposed), the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a "disagreement," or a "reportable event," as defined SEC rules.

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EY representatives will be present at the annual meeting and will have the opportunity to make a statement and respond to questions.

Audit Fees & Approval Process

The Audit Committee pre-approves all audit and non-audit services to be performed by the independent auditors in compliance with the Sarbanes-Oxley Act and the SEC rules regarding auditor independence. These services may include audit services, audit-related services, tax services and all other services. Proposed services may either be pre-approved without consideration of specific case-by-case services by the Audit Committee or require the specific pre-approval of the Audit Committee. Unless a type of service has received general pre-approval, it will require specific pre-approval if it is to be provided by EY. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval.

Pre-approval fee levels or budgeted amounts for all services to be provided by EY are established annually by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee. The Audit Committee may delegate either type of approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee has delegated to its Chair the authority to pre-approve any permissible non-audit services with a fee of $50,000 or less.

Prior to the Business Combination, all of the services listed in the table below were approved by (i) with respect to Withum, our Audit Committee and (ii) with respect to EY, the audit committee of WSII's prior owner. In 2018, all of the services were approved by our IPO prospectusAudit Committee or, if applicable, the Committee Chair.

Independent Registered Public Accounting Firm Fee Information

Fees for professional services provided by our independent auditor included the following: