AGREEMENT AND PLAN OF MERGER BY AND AMONG EXOR N.V., PILLAR LTD., PARTNERRE LTD. AND SOLELY WITH RESPECT TO SECTIONS 4.01 to 4.05, SECTION 6.13 AND SECTION 9.13, EXOR S.p.A. Dated as of August 2, 2015Agreement and Plan of Merger • August 4th, 2015 • Exor S.p.A. • Accident & health insurance • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 2, 2015, by and among Exor N.V., a Dutch public limited liability company (naamloze vennootschap) (“Parent”), Pillar Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), PartnerRe Ltd., a Bermuda exempted company (“PRE” ), and solely with respect to Sections 4.01 to 4.05, 6.13 and Section 9.13 , EXOR S.p.A., a società per azioni organized under the laws of the Republic of Italy (“Parent Guarantor”). PRE, Parent, Merger Sub, and solely with respect to Sections 4.01 to 4.05, 6.13 and Section 9.13, Parent Guarantor, are collectively referred to herein as the “parties.”
Board of DirectorsExor S.p.A. • August 4th, 2015 • Accident & health insurance
Reference is hereby made to the Agreement and Plan of Merger by and among EXOR N.V., a Dutch public limited liability company (naamloze vennootschap) (“Parent”), Pillar Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), PartnerRe Ltd., a Bermuda exempted company (“PartnerRe” ), and solely with respect to Sections 4.01 to 4.05, 6.13 and Section 9.13, EXOR S.p.A., a società per azioni organized under the laws of the Republic of Italy (“EXOR”), which was delivered to PartnerRe on August 2, 2015 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
