Investor Relations Disclaimer

You are attempting to enter the section of this website that is designated for the publication of documents and information (the “Information”) in connection with the proposed combination of Aon (“Aon”) and Willis Towers Watson (“Willis Towers Watson”) announced on 9 March 2020 (the “Proposed Combination”). 

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY THAT AON REGARDS AS UNDULY ONEROUS. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN VIOLATION OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT AND DO NOT ACCESS THIS WEBSITE.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE PROPOSED COMBINATION MADE IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2013 (THE “IRISH TAKEOVER RULES”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT HEREIN.

THE INFORMATION IS NOT INTENDED TO AND DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER, INVITATION OR THE SOLICITATION OF AN OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES, OR THE SOLICITATION OF A VOTE OR APPROVAL IN ANY JURISDICTION, PURSUANT TO THE INFORMATION OR OTHERWISE, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. ANY PERSON SEEKING ACCESS TO THIS SECTION OF THE WEBSITE REPRESENTS AND WARRANTS TO AON THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY.

BASIS OF ACCESS TO INFORMATION

Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view this section of the website and, depending on where you live, it may affect your rights. This notice may be amended or updated by Aon from time to time and it should be read carefully in full each time you wish to view the website. In addition, the content of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Aon.

For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view details relating to the Proposed Combination, you have to read the following and then press “I agree”. If you are unable to agree you should press “I disagree” and you will not be able to view any such details.

In relation to any document, announcement or information contained on this website, the only responsibility accepted by the Aon directors is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.

None of the Aon directors, Aon or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.

The Information speaks only at the date of the relevant document or announcement reproduced on this website and, subject to any continuing obligations under applicable law or any relevant listing rules, Aon has and accepts no responsibility or duty to update any Information, document or announcement, and reserves the right to add to, remove or amend any information reproduced on this website at any time.

Willis Towers Watson shareholders should seek advice from an independent financial advisor as to the suitability of any action for the shareholder concerned. 

OVERSEAS JURISDICTIONS

The release, publication or distribution of the Information in or into jurisdictions other than Ireland, the United Kingdom and the United States may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than Ireland, the United Kingdom and the United States should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular the ability of persons who are not resident in Ireland, the United Kingdom or the United States, to vote their Willis Towers Watson shares with respect to the scheme of arrangement to effect the Proposed Combination (the “Scheme”) at the Willis Towers Watson court meeting, or to appoint another person as proxy to vote at the Willis Towers Watson court meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Proposed Combination disclaim any responsibility or liability for the violation of such restrictions by any person. 

The Information has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if the Information had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Unless otherwise determined by Aon or required by the Irish Takeover Rules, and permitted by applicable law and regulation, the Proposed Combination will not be made available directly or indirectly, in, into or from any jurisdictions in which the release, publication or distribution of the Information may be restricted by the laws of those jurisdictions (where to do so would violate the laws in that jurisdiction (a “Restricted Jurisdiction”) and no person may vote in favour of the Proposed Combination by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Copies of the Information and any formal documentation relating to the Proposed Combination will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Proposed Combination. If the Proposed Combination is implemented by way of a takeover offer (unless otherwise permitted by applicable law or regulation), the takeover offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the takeover offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of new Aon shares under the Proposed Combination to Willis Towers Watson shareholders who are not resident in Ireland, the United Kingdom or the United States or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in Ireland, the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements.

The new Aon shares have not been, and will not be, registered under applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada and no prospectus in relation to the new Aon shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, the new Aon shares may not (unless an exemption under the relevant securities Laws is applicable) be offered, sold, resold, delivered or transferred, directly or indirectly, in or into Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in Canada, Australia or Japan.

Further details in relation to overseas shareholders will be contained in the joint proxy materials to be jointly prepared and filed with SEC by Willis Towers Watson and Aon in relation to the Proposed Transaction (which will include the Scheme document) (the “Joint Proxy Statement”).

All persons who wish to view this section of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in Restricted Jurisdiction, you should not view this section of the website.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the Information or this section of the website.

If you are not permitted to view or download the Information on the website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this webpage by clicking on the “I disagree” box below.

By clicking on the “I agree” box below, you certify that you will not forward, transmit, show or distribute (by any means including by electronic transmission) the Information to any person. In particular, you certify that you will not forward or transmit the Information either in whole or in part to any person in a Restricted Jurisdiction. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.

NO OFFER OR SOLICITATION

The Information is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, the Information is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the United States Securities Act of 1933, as amended (the “US Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued as a result of the Proposed Combination by means of a scheme of arrangement are anticipated to be issued in reliance upon the exemption from the registration requirements of the US Securities Act pursuant to the exemption from registration set forth in Section 3(a)(10) thereof, and also will not be subject to the tender offer rules promulgated under the United States Securities Exchange Act of 1934, as amended. Accordingly, the scheme of arrangement to effect the Proposed Transaction (the “Scheme”) will be subject to disclosure requirements and practices applicable in Ireland to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules.

FORWARD LOOKING STATEMENTS

This Information contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations of management about future events. Forward-looking statements can often, but not always, be identified by the use of words such as “plans,” “expects,” “is subject to,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates,” “believes” or variations of such words, and statements that certain actions, events or results “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. 

Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Such factors include, but are not limited to, the possibility that the Proposed Combination will not be pursued, failure to obtain necessary shareholder or regulatory approvals or to satisfy any of the other conditions to the Proposed Combination, adverse effects on the market price of Aon and/or Willis Towers Watson securities and on Aon’s and/or Willis Towers Watson’s operating results for any reason, including, without limitation, because of the failure to consummate the Proposed Combination, the failure to realize the expected benefits of the Proposed Combination, the failure to effectively integrate the combined companies following consummation of the Proposed Combination, negative effects of an announcement of the Proposed Combination or any announcement relating to the consummation of or failure to consummate the Proposed Combination on the market price of Aon and/or Willis Towers Watson securities, significant costs or difficulties in connection with the Proposed Combination and/or unknown liabilities and general economic and business conditions that affect the combined companies following the Proposed Combination. 

The factors identified above are not exhaustive. Aon, Willis Towers Watson and their subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Other unknown or unpredictable factors could also cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements should therefore be construed in the light of such factors. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. 

Further information concerning Aon and its businesses, including factors that potentially could materially affect Aon results of operations and financial condition, is contained in Aon filings with the US Securities and Exchange Commission (the “SEC”). See Aon’s Annual Report on Form 10-K for the year ended December 31, 2019 and additional documents filed by Aon with the SEC for a further discussion of these and other risks and uncertainties applicable to Aon’s businesses. 

Further information concerning Willis Towers Watson and its businesses, including factors that potentially could materially affect Willis Towers Watson’s results of operations and financial condition, is contained in Willis Towers Watson’s filings with the SEC. See Willis Towers Watson’s Annual Report on Form 10-K for the year ended December 31, 2019 and additional documents filed by Willis Towers Watson with the SEC for a further discussion of these and other risks and uncertainties applicable to Willis Towers Watson’s businesses. 

Any forward-looking statements in the Information are based upon information available as of the date of the Information which, while believed to be true when made, may ultimately prove to be incorrect. Other than in accordance with legal or regulatory obligations, neither Willis Towers Watson nor Aon is under any obligation, and each expressly disclaims any intention or obligation, to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

PARTICIPANTS IN THE SOLICITATION

Aon, Willis Towers Watson and their respective directors and certain executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Proposed Combination. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement (which will contain the Scheme document). 

Additional information about Aon’s directors and executive officers is contained in Aon’s Annual Report on Form 10-K for the year ended December 31, 2019 and its Proxy Statement on Schedule 14A, dated April 26, 2019, which are filed with the SEC. Additional information about Willis Towers Watson’s directors and executive officers is contained in Willis Towers Watson’s Annual Report on Form 10-K for the year ended December 31, 2019 and its Proxy Statement on Schedule 14A, dated April 3, 2019, which are filed with the SEC.

IMPORTANT ADDITIONAL INFORMATION TO BE FILED WITH THE SEC AND WHERE TO FIND IT

Subject to the right of Aon to implement the Proposed Combination by way of a takeover offer as an alternative to the Scheme, subject to the provisions of the business combination agreement and with the Irish Takeover Panel’s consent, the Proposed Combination will be implemented solely by means of the Scheme document, which will contain the full terms and conditions of the Proposed Combination, including details of how Willis Towers Watson shareholders may vote in respect of the Proposed Combination. Aon and Willis Towers Watson will prepare the joint proxy statement (which will contain the Scheme document) to be distributed to Willis Towers Watson shareholders and Aon shareholders, containing further information relating to the implementation of the Proposed Combination, the full terms and conditions of the Scheme, notices of the Aon extraordinary general meeting, the Willis Towers Watson extraordinary general meeting and the Willis Towers Watson court meeting, and information on the new Aon shares to be issued in accordance with the Proposed Combination. 

The Joint Proxy Statement (which will contain the Scheme document) will be filed with the SEC. This document, if and when filed, as well as Willis Towers Watson and Aon’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and, in the case of Aon’s filings, at Aon’s website at ir.aon.com, and in the case of Willis Towers Watson’s filings, at Willis Towers Watson’s website at www.investors.willistowerswatson.com. 

BEFORE MAKING ANY VOTING DECISION, HOLDERS OF AON AND/OR WILLIS TOWERS WATSON SECURITIES ARE URGED TO READ THOSE FILINGS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION AND THE PARTIES TO THE PROPOSED COMBINATION. 

Any vote in respect of resolutions to be proposed at the Willis Towers Watson extraordinary general meeting or Willis Towers Watson court meeting to approve the Proposed Combination, the Scheme or related matters, or other responses in relation to the Proposed Combination, should be made only on the basis of the information contained in the Joint Proxy Statement (including the Scheme document). Similarly, any vote in respect of resolutions to be proposed at the Aon extraordinary general meeting to approve the issuance of new Aon shares under the Proposed Combination should be made only on the basis of the information contained in the Joint Proxy Statement.

NO PROFIT FORECAST / ASSET VALUATIONS 

No statement in the Information is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Aon or Willis Towers Watson as appropriate. No statement in the Information constitutes an asset valuation.

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE

By clicking on “I agree” below, you confirm that you have read, understood and agreed to be bound by the terms of the notice set out above and that you are not in, or a resident of, any jurisdiction where to download or view the Information would constitute a breach of securities law or regulation in that jurisdiction.

If you click “I disagree” below, we will be unable to provide you with access to the Information and you will be redirected to Aon’s homepage.

Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Aon expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this website, any updates or revisions to any statements in such documents or announcements in relation to the Proposed Combination to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

If you are in any doubt about the contents of the Information or this section of the website or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser.

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