Important Additional Information Will Be Filed With The SEC
On July 8, 2020, Aon and Willis Towers Watson filed with the U.S Securities and Exchange Commission (the SEC) and distributed to their
respective shareholders a definitive joint proxy statement (which contains the final Scheme documentation). The joint proxy statement contains further information relating to the implementation of the proposed combination, the full terms and
conditions of the Scheme, notices of the Aon and the Willis Towers Watson shareholders meetings and information on the Class A ordinary shares of Aon to be issued under the proposed combination.
The joint proxy statement, as well as Aons and Willis Towers Watsons other public filings with the SEC, may be obtained without charge at the
SECs website at www.sec.gov and, in the case of Aons filings, at Aons website at www.aon.com, and in the case of Willis Towers Watsons filings, at Willis Towers Watsons website at www.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
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 shareholders meeting to approve the issuance of Class A ordinary shares of Aon 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, Willis Towers Watson and their respective directors and 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, is set forth in the joint proxy statement. Additional information about Aons directors and executive officers is contained in Aons 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 24, 2020. Additional
information about Willis Towers Watsons directors and executive officers is contained in Willis Towers Watsons 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 27, 2020.
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 and/or Willis Towers Watson securities and on Aon and/or
Willis Towers Watsons 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 and/or Willis Towers Watson securities, significant transaction and integration costs or difficulties in connection with the proposed combination and/or
unknown or inestimable liabilities, pending or 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.