Combination of Aon and Willis Towers Watson

DISCLAIMER NOTICE

Proposed combination of Willis Towers Watson plc (“WTW”) and Aon plc (“Aon”), (the “Proposed Combination”). This section of WTW’s website is designated for the publication of documents and information in connection with 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.  IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS, COMMUNICATIONS AND INFORMATION (TOGETHER THE “INFORMATION”) RELATING TO THE PROPOSED COMBINATION 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 BELOW.

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 part of the website and, depending on where you live, it may affect your rights. This notice and the Information may be amended or updated by WTW 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 WTW.

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.

The Information is not intended to, and does not, constitute or form any part of an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell or subscribe for or exchange any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Proposed Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations. Any person seeking access to this part of WTW’s website represents and warrants to WTW that they are doing so for information purposes only.

The Information speaks only at the date of the relevant document, announcement or communication and WTW has, and accepts, no, and expressly disclaims any, responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).  WTW does not have, and does not accept, any responsibility or duty to update the Information and reserves the right to add to, remove or amend any Information reproduced on this website at any time.

The full terms and conditions of the Proposed Combination are set out in the definitive proxy statement (the “Proxy Statement”). In considering the Proposed Combination, WTW shareholders should rely only on the information contained and procedures described in the Proxy Statement.

OVERSEAS JURISDICTIONS

The Information is not for release, publication or distribution, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so.  The availability of such Information (and any related offer) to shareholders who are resident in, or citizens or national of jurisdictions where it would be unlawful to do so, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions.

Nothing on, or which can be downloaded from, the website constitutes, or shall be deemed to constitute or form any part of, an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Proposed Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations.

The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may constitute a breach of any applicable laws or regulations.  Persons receiving the Information (including, without limitation, nominees, trustees and custodians) should observe these restrictions.  Failure to observe such restrictions and / or requirements may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the entities involved in the Proposed Combination disclaim any responsibility or liability for the violations of any such restrictions by any person.

The Proposed Combination will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so or by use of mail or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so.  The Proposed Combination will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.

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, share or show the Information to any person. In particular, you certify that you will not forward, transmit, share or show the Information to any jurisdiction where it would be unlawful to do so. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.

RESPONSIBILITY

Subject to any continuing obligations under applicable law or any relevant regulatory requirements, WTW expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this webpage, 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.

In relation to any materials contained on this website, the only responsibility accepted by any responsible representative of WTW (the “Responsible Persons”), where applicable, is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.

The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the website and not for any other information on the website which you may visit on leaving the website.

None of the Responsible Persons, WTW or any of its affiliates, its partners, employees, directors, members, officers, agents or advisers 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 or WTW website by a third party.

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE

 

WTW shareholders should seek advice from an appropriately authorised independent financial adviser as to the suitability of any action concerned. Any action required by a shareholder in connection with the Proposed Combination will only be set out in documents sent to or made available to WTW shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

 By clicking on “I agree” below, you confirm and agree certain matters including 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, national or citizen of, any jurisdiction where to download or view the Information would constitute a breach of securities law or regulation in that jurisdiction;

confirm and agree that you are permitted to access and proceed into this website;

confirm and agree that you will not forward, transmit, share, 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 or other information on this website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. Failure to comply with any such restrictions may constitute a violation of the laws and / or regulations of any such jurisdiction;

represent and warrant to WTW that you intend to access this website for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and

confirm that you are permitted to proceed to this website.

If you are not permitted to view or download the Information on this 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 DO NOT ENTER THIS WEBSITE AND DO NOT VIEW THE INFORMATION by clicking on the “I disagree” box below and seek independent advice.  Neither WTW, nor its advisers, assumes, and each expressly disclaims, any responsibility for any violation by any person of any of these restrictions.

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