UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

Willis Towers Watson 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):

On March 9, 2020, Aon plc, a company incorporated under the laws of England and Wales, with registered company number 07876075 (“Aon” or “Aon UK”) and Willis Towers Watson Public Limited Company (“WTW”) issued an announcement pursuant to Rule 2.5 of the Irish Takeover Panel Act 1997, Takeover Rules, 2013 (the Irish Takeover Rules”) disclosing that the boards of directors of WTW and Aon had reached agreement on the terms of a recommended acquisition of WTW by Aon (the “Combination”). As outlined in that announcement, the Combination will be implemented by means of a court-sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act of 2014.

On March 9, 2020, Aon and WTW held a conference call to discuss the Combination with investors. The following transcript of the conference call is available on the investor relations page of Aon’s and WTW’s websites, www.aon.com and www.willistowerswatson.com.

				Corrected Transcript

09-Mar-2020

Aon Plc (AON)

Aon Plc and Willis Towers Watson Plc Merger Call

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Aon Plc (AON) Aon Plc and Willis Towers Watson Plc Merger Call				Corrected Transcript 09-Mar-2020

CORPORATE PARTICIPANTS

MANAGEMENT DISCUSSION SECTION

Operator: Hello and thank you for holding. Welcome to today’s conference call regarding the combination of Aon and Willis Towers Watson, creating a next-generation global professional services firm.

Further details in respect of the proposed combination of Aon and Willis Towers Watson are provided in the announcement published by Aon on March 9, 2020 in accordance with Rule 2.5 of the Irish takeover rules, the Rule 2.5 Announcement, and capitalized terms used but not defined in this communication shall have the meaning given to them in the Rule 2.5 Announcement. This communication should be read in conjunction with, and is subject to, the full text of the Rule 2.5 Announcement, including its appendices, which shall take precedence in the event of any inconsistency.

With that, I would like to turn the call over to Greg Case, CEO of Aon. Please go ahead.

Gregory C. Case

Chief Executive Officer & Executive Director, Aon Plc

Thanks very much and good morning, everyone. Thank you for joining us today on such short notice. It is our pleasure to be here this morning with clients, colleagues and shareholders from around the world to discuss this exciting step. Joining today is the CEO of Willis Towers Watson, John Haley, and Aon CFO Christa Davies.

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Aon Plc (AON) Aon Plc and Willis Towers Watson Plc Merger Call				Corrected Transcript 09-Mar-2020

I would note that there are slides available on our website that will supplement our discussion. I would also note that this transaction is governed by Irish takeover rules and we have published an announcement under Rule 2.5 of those rules which has additional information about the proposed combination.

This morning we announced that we have entered into a definitive agreement for an all-stock combination with Willis Towers Watson. This highly complementary combination brings together expertise from across each organization to better understand client needs. Our combined firm will accelerate innovation on behalf of clients and be better able to deliver more value to all stakeholders. And while we will be bigger, yes, that’s not what this transaction is about. This is about better. We will fundamentally be more innovative, more capable, more relevant and more responsive upon close. And we will combine diverse experience from our 95,000 colleagues and shared values from both of our organizations.

To put this in context, I’d like to first address the question of why now. Why now? Our Aon United growth strategy is working. We’re delivering results for clients, which we see in decade high retention rates and record new business generation. On our key financial metrics, our 2019 organic growth of 6% was the highest we’ve achieved in 15 years and we delivered record margins of 27.5% and double-digit free cash flow growth. But our clients are facing greater challenges than ever before in large and growing categories of the global economy in risk, retirement and health. These categories have demand characteristics that are increasing in both magnitude and complexity. 6 of the top 10 global risks are uninsured or underinsured, according to our Global Risk Survey. Difficult to model risk such as cyber, intellectual property and climate change are on the rise.

Against that backdrop, we have taken significant steps to respond with actions that bring the full force of our firm to clients by developing innovative solutions and applying data and analytics to better inform and advise clients. But we’re not going fast enough and we believe with our Willis Towers Watson colleagues and I’m sure they would agree that despite strong success and demonstrated progress against our individual growth strategies, there is significant opportunity to accelerate together.

Like us, Willis Towers Watson has a growth strategy with demonstrated success. The complementary set of capabilities that Willis Towers Watson brings and their demonstrated track record will allow us to continue to deliver our growth strategy, the Aon United blueprint in three ways. First, we will build on the success of our Aon United strategy with the addition of sophisticated, complementary capabilities. We have a shared vision to bring the best of our combined firm to clients on the topics of risk, retirement and health. We can bring together tools like the Willis Towers Watson digital health platform and the Aon digital risk platform to offer clients more complete solutions or bring our capabilities from Townsend through their outsourced chief investment officer client base. And most important, we’ll bring the full force of the firm to clients together because when we come as one firm, we do more for and with clients.

Second, we share a belief that data and analytics will enable us to unlock new sources of client value. Our combined firm, with over $20 billion of revenue and $2.4 billion of free cash flow on a pro forma 2019 basis, has the ability to invest significantly in new solutions and build on our technology-enabled analytics platforms. This allows us to broaden our reach, grow the overall pie and create net new opportunities to meet growing demand.

And third, we will leverage our Aon Business Services platform, continuously strengthen and share innovation across the firm. This platform drives ongoing operational efficiency and productivity improvement and provides client-facing colleagues more capacity to address client needs. We continue to look for ways to standardize, automate and improve how we work, which enables better solutions through globally shared best practices, reduces cost and improves colleague engagement.

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Aon Plc (AON) Aon Plc and Willis Towers Watson Plc Merger Call				Corrected Transcript 09-Mar-2020

I am also delighted to announce that following the close of the transaction, John will serve as Executive Chairman focused on driving growth and innovation. John is a truly accomplished industry veteran with a longstanding record of delivering growth, innovation, and results for clients and stakeholders. We’ve long admired Willis Towers Watson’s vision, strategy and execution, and are thrilled about what this partnership means for all of our stakeholders.

And I now want to turn it over to John for his thoughts.

John J. Haley

Chief Executive Officer & Executive Director, Willis Towers Watson Plc

Thanks very much, Greg.

This is a momentous next step for both of our organizations, and I’m equally excited about the next chapter and the value that it will create for clients, colleagues, and shareholders. This combination is the next step in the journey of growth strategies and shared visions that each of our organizations have worked so hard to implement. I see strong similarities in our vision to meet client needs. Our business is built on enhancing our value proposition. And in order to do that, we’ve built a compelling platform of solutions and services, which we match with client service and innovation.

We’re going to accelerate this history of innovation and growth in partnership with Aon. For example, Willis Towers Watson has developed a key pension management offering called OneDB that gives trustees and sponsors access to pension scheme data and analytics around financials, demographics, investment performance, and administration focus in real time. Tools like this are exactly the type of innovative capabilities that can be developed further across the broader organization to deliver additional client value.

When we bring our organizations together, we’ll be able to accelerate innovation in a way that is truly compelling for our clients. We’re going to combine 95,000 diverse and talented colleagues, deep industry expertise, integrated technology, and data and analytic capabilities. We’re going to be able to drive better insights, and that’s going to translate into better advice. And this forms the basis for better client decisions that will enable deeper relationships, more innovation, and increased relevance with our clients.

Further, I’m excited about this combination because, like Aon, we have deep expertise executing large complex transformations. Like Aon, our company has come together over time, bringing brands like Willis, Towers Watson, and Gras Savoye and others together. And more importantly, like Aon, we’re highly focused on bringing together content and capabilities to deliver best-in-class solutions to meet client needs.

I’m also very excited to partner with this leadership team. They’ve built a culture of growth and innovation, and they have a long track record of shareholder value creation and meaningful experience integrating transformative deals. I know that together, we’ll be able to accomplish better outcomes that unlock new sources of value for all stakeholders.

So with that, I’ll turn the call back to Greg.

Gregory C. Case

Chief Executive Officer & Executive Director, Aon Plc

Thanks very much, John.

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Aon Plc (AON) Aon Plc and Willis Towers Watson Plc Merger Call				Corrected Transcript 09-Mar-2020

We could not be more excited about the opportunity that this transaction unlocks as we strive to deliver best-in-class results for clients while delivering strong results for shareholders and strengthening the overall financial profile for the firm. The transaction is expected to be accretive to adjusted EPS in year one for Aon shareholders, with peak adjusted EPS accretion in the high teens after full realization of $800 million of expected pre-tax synergies by the end of year three. Free cash flow is expected to break even in the second full year of the combination, and free cash flow accretion is expected to be over 10% after full realization of expected synergies, unlocking significant shareholder value creation over time.

In summary, we are incredibly excited about this combination, which will build on both Aon and Willis Towers Watson’s longstanding commitment to accelerating innovation on behalf of clients. This represents another important step in our Aon United growth strategy, as we continue to focus on delivering better content and capability that results in better outcomes for clients, expanded opportunities for colleagues, and improved growth for the firm against our target of sustainably delivering mid-single-digit or greater organic revenue growth and double-digit free cash flow growth over the long term.

With that overview, I’d like to turn the call over to Christa to walk through the transaction financials and how this strategic combination will contribute to continued shareholder value creation over the long term. Christa?

Christa Davies

Executive Vice President-Global Finance & Chief Financial Officer, Aon Plc

Thanks very much, Greg.

As Greg and John described, this morning’s announcement is an exciting next step for Aon that enables us to better accelerate innovation from both organizations and deliver complementary capabilities that unlock new sources of value for all stakeholders while improving the long-term financial profile of the firm.

Greg highlighted how this transformational deal will enable us to accelerate our growth strategy for three reasons. First, our organizations’ shared growth visions will allow us to build on the success of our Aon United strategy with enhanced capabilities from the combined firm. Second, we’ll leverage the power of data and analytics to unlock new sources of client value. And third, we’ll utilize our Aon Business Services platform to drive operational and productivity improvements and share innovation across the firm. As we double down on our strategy, we are maintaining our ongoing commitment to our long-term financial goals of mid-single-digit or greater organic revenue growth and double-digit free cash flow growth for the combined firm.

Now let me discuss the transaction and the financials. We intend to combine with Willis Towers Watson in an all-stock transaction. Each Willis Towers Watson share will be exchanged for 1.08 shares of Aon at a fixed exchange ratio. Based on ordinary shares outstanding at the time of signing, Aon shareholders will own approximately 63% of the combined firm on a fully diluted basis and Willis Towers Watson shareholders will own approximately 37%. This represents total consideration of $231.99 per share based on Aon’s closing stock price of $214.18 per share on March 6, 2020, and implies a premium of 16.2% to Willis Towers Watson’s closing share price on March 6, 2020. The transaction is expected to close in the first half of 2021.

While this transaction is first and foremost about driving growth by increasing innovation for clients, there are also significant opportunities for efficiencies in our combined cost base, which creates significant shareholder value. We expect $800 million of annualized pre-tax cost synergies by the third full year of the combination. As Greg mentioned, the transaction is accretive to Aon adjusted EPS in year one with peak adjusted EPS accretion in the high teens after full realization of expected synergies. Free cash flow is expected to breakeven in the second year with free cash flow accretion of over 10% after full realization of expected synergies. This transaction is expected to create over $10 billion in shareholder value from the capitalized value of expected synergies.

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Aon Plc (AON) Aon Plc and Willis Towers Watson Plc Merger Call				Corrected Transcript 09-Mar-2020

Our primary assumptions are outlined on page 13 of the presentation slides. I would note that these inputs reflect our best estimate at time of signing and are subject change. We’ve chosen to provide these numbers for transparency at a point in time, but do not intend updating each bucket in the future as we integrate the firms. The baseline for accretion dilution impact was calculated using combined pro forma company projections, which represent our best estimate as of March 9, 2020. These projections incorporate long-range plan assumptions in both companies and are generally consistent with analysts’ consensus estimates for the next two years and trended thereafter.

The main driver of accretion to adjusted EPS is expected synergies, partially offset by retention costs and a portion of integration costs that will flow through operating results. The $800 million in annual synergies are principally sourced from the consolidation of business and central support functions, including leveraging the capabilities of the Aon Business Services operational platform across the combined group and from the consolidation of infrastructure related to technology, real estate and third-party contracts.

Synergies are expected to be $267 million in year one, $600 million in year two and $800 million of annual run rate synergies in year three. We expect $1.4 billion of integration costs to achieve these synergies, incurring $700 million in year one, $490 million in year two and $210 million in year three. An estimated 20% of the cost in each year is expected to be reported as part of overall operating performance and the remainder will be adjusted out of our GAAP financial results.

We also expect to incur approximately $400 million in retention costs, subject to approval by the Irish Takeover Panel, which will be spread evenly over three years and be reported as part of overall operating performance. With respect to interest expense, no incremental debt will be issued for this transaction.

Turning to cash. Free cash flow is expected to be dilutive in year one, primarily driven by transaction and integration costs, breakeven in year two, and be 5% to 10% accretive in year three with free cash flow accretion of over 10% after full realization of expected synergies and completion of spend on integration, allowing for significant investment in the business long term.

We will continue to manage the firm and allocate capital on a disciplined return on invested capital basis and invest in free cash flow in the highest return opportunities or return directly to shareholders. We are maintaining our goal of double-digit free cash flow growth over the long term. The combined firm is committed to maintaining Aon’s current credit rating.

Overall, this transaction will create a strong combined growth profile as the new organization brings together complementary expertise to better understand client need and accelerate innovation. The combined organization will be better positioned due to existing investments in technology-enabled analytics platform and better place to deliver new solutions in areas like cyber risk, intellectual property and climate risk. This will enable us to deliver against our target, sustainable mid-single-digit operational organic revenue growth over the long term. Combined with cost synergies and the opportunity to optimize operations and drive productivity through Aon Business Services, the transaction is expected to unlock meaningful shareholder value creation.

Before I open the call to questions, please be aware that while we’ll do our best to provide answers, this transaction falls under Irish takeover rules. There are certain limitations to the information we can provide. We’ve published an announcement under Rule 2.5 of those rules, which includes the information we can publicly discuss. We expect a published proxy in the coming months with further information.

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Aon Plc (AON) Aon Plc and Willis Towers Watson Plc Merger Call				Corrected Transcript 09-Mar-2020

With that, I’d like to turn the call back over to the operator and we’d be delighted to take your questions.

QUESTION AND ANSWER SECTION

Operator: Thank you. [Operator Instructions] Our first question is coming from the line of Elyse Greenspan from Wells Fargo. Your line is now open.

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Aon Plc (AON) Aon Plc and Willis Towers Watson Plc Merger Call				Corrected Transcript 09-Mar-2020

Disclaimer

The information herein is based on sources we believe to be reliable but is not guaranteed by us and does not purport to be a complete or error-free statement or summary of the available data. As such, we do not warrant, endorse or guarantee the completeness, accuracy, integrity, or timeliness of the information. You must evaluate, and bear all risks associated with, the use of any information provided hereunder, including any reliance on the accuracy, completeness, safety or usefulness of such information. This information is not intended to be used as the primary basis of investment decisions. It should not be construed as advice designed to meet the particular investment needs of any investor. This report is published solely for information purposes, and is not to be construed as financial or other advice or as an offer to sell or the solicitation of an offer to buy any security in any state where such an offer or solicitation would be illegal. Any information expressed herein on this date is subject to change without notice. Any opinions or assertions contained in this information do not represent the opinions or beliefs of FactSet CallStreet, LLC. FactSet CallStreet, LLC, or one or more of its employees, including the writer of this report, may have a position in any of the securities discussed herein.

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Confidential

No Offer Or Solicitation

This communication 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, this communication 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 U.S. Securities Act of 1933, as amended, 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 U.S. Securities Act of 1933, as amended, pursuant to the exemption from registration set forth in Section 3(a)(10) thereof.

Subject to the right of Aon UK (and Aon Ireland, as applicable) to implement the proposed combination by way of a Takeover Offer as an alternative to the Scheme, and 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 documentation, which will contain the full terms and conditions of the proposed combination, including details of how WTW shareholders may vote in respect of the proposed combination.

Important Additional Information Will Be Filed With The SEC

Aon Ireland and WTW will prepare a joint proxy statement (which will contain the Scheme documentation) to be distributed to WTW shareholders and Aon Ireland shareholders, containing further information relating to the implementation of the proposed combination, the full terms and conditions of the Scheme, notices of the Aon Ireland and the WTW shareholders meetings and information on the Class A ordinary shares of Aon Ireland to be issued under the proposed combination.

The joint proxy statement will be filed with the SEC. This document, if and when filed, as well as WTW’s, Aon UK’s and Aon Ireland’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 UK’s and Aon Ireland’s filings, at Aon UK’s website at www.aon.com, and in the case of WTW’s filings, at WTW’s website at www.willistowerswatson.com.

BEFORE MAKING ANY VOTING DECISION, HOLDERS OF AON UK, AON IRELAND AND/OR WTW 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 WTW shareholders meetings 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 documentation). Similarly, any vote in respect of resolutions to be proposed at the Aon Ireland shareholders meeting to approve the issuance of Class A ordinary shares of Aon Ireland under the proposed combination should be made only on the basis of the information contained in the joint proxy statement.

Participants In The Solicitation

Aon UK, WTW and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in proposed 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. Additional information about Aon UK’s directors and executive officers is contained in Aon UK’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020, and its Proxy Statement on Schedule 14A, dated and filed with the SEC on April 26, 2019. Additional information about WTW’s directors and executive officers is contained in WTW’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020, and its Proxy Statement on Schedule 14A, dated and filed with the SEC on April 3, 2019.

Forward-Looking Statements

This communication 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,” “potential,” “continue,” “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 believe 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 consummated, 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 UK, Aon Ireland and/or WTW securities and on Aon UK’s, Aon Ireland’s and/or WTW’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 (including anticipated revenue and growth synergies), the failure to effectively integrate the combined companies following consummation of the proposed combination, negative effects of an announcement of the proposed combination, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals, or any announcement relating to the proposed consummation of or failure to consummate the proposed combination on the market price of Aon UK, Aon Ireland and/or WTW securities, significant transaction and integration costs or difficulties in connection with the proposed combination and/or unknown or inestimable liabilities, potential litigation associated with the proposed combination, the potential impact of the announcement or consummation of the proposed combination on relationships, including with suppliers, customers, employees and regulators, and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak) that affect the combined companies following the consummation of the proposed combination.

The factors identified above are not exhaustive. Aon UK, Aon Ireland, WTW 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 UK and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect Aon UK’s results of operations and financial condition (and which shall apply equally to Aon Ireland following the completion of the reorganization of Aon UK as described in Aon UK’s Proxy Statement on Schedule 14A, dated and filed with the SEC on December 20, 2019), is contained in Aon UK’s filings with the SEC. See Aon UK’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020, and additional documents filed by Aon UK and/or Aon Ireland with the SEC, the contents of which are not incorporated by reference into, nor do they form part of this communication, for a further discussion of these and other risks and uncertainties applicable to Aon UK’s and Aon Ireland’s businesses.

Further information concerning WTW and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect WTW’s results of operations and financial condition, is contained in WTW’s filings with the SEC. See WTW’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020, and additional documents filed by WTW with the SEC, the contents of which are not incorporated by reference into, nor do they form part of, this Announcement, for a further discussion of these and other risks and uncertainties applicable to WTW’s businesses.

Any forward-looking statements in this communication are based upon information available as of the date of this communication which, while believed to be true when made, may ultimately prove to be incorrect. Other than in accordance with legal or regulatory obligations, neither WTW nor Aon UK 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. All subsequent written and oral forward-looking statements attributable to Aon UK, Aon Ireland, WTW and/or any person acting on behalf of any of them are expressly qualified in their entirety by the foregoing paragraphs, and the information contained on any websites referenced in this communication is not incorporated by reference into this communication.

Statement Required by the Irish Takeover Rules

The directors of Aon UK accept responsibility for the information contained in this document relating to Aon UK, the directors of Aon UK and members of their immediate families, related trusts and persons connected with them, except for the statements made by WTW in respect of Aon UK or Aon Ireland. To the best of the knowledge and belief of the directors of Aon UK (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The directors of WTW accept responsibility for the information contained in this document relating to WTW and the directors of WTW and members of their immediate families, related trusts and persons connected with them, except for the statements made by Aon UK in respect of WTW. To the best of the knowledge and belief of the directors of WTW (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013 (the “Irish Takeover Rules”), if, during an “offer period,” any person is, or becomes “interested” (directly or indirectly) in 1 per cent. or more of any class of “relevant securities” of Aon UK, Aon Ireland or WTW, all “dealings” in any “relevant securities” of Aon UK, Aon Ireland or WTW (including by means of an option in respect of, or a derivative referenced to, any such relevant securities) must be publicly disclosed by no later than 3.30pm (Eastern time) in respect of the relevant securities of Aon UK, Aon Ireland and WTW on the business day following the date of the relevant transaction. The requirement will continue until this offer period ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an interest in relevant securities of Aon UK, Aon Ireland or WTW, they will be deemed to be a single person for the purposes of Rule 8.3 of the Irish Takeover Rules. Under Rule 8.1 of the Irish Takeover Rules, all dealings in relevant securities of WTW by Aon UK or Aon Ireland, or relevant securities of Aon UK or Aon Ireland by WTW, or by any party acting in concert with either of them must also be disclosed by no later than 12 noon (Eastern time) in respect of the relevant securities of Aon UK, Aon Ireland and WTW on the business day following the date of the relevant transaction. Interests in securities arise, in summary, when a person has a long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms used in this paragraph should be read in light of the meanings given to those terms in the Irish Takeover Rules. If you are in any doubt as to whether or not you are required to disclose dealings under Rule 8 of the Irish Takeover Rules, consult with the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel by telephone on +353 1 678 9020.