BUSINESS COMBINATION AGREEMENT by and between AON PLC and WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY dated as of March 9, 2020Business Combination Agreement • March 10th, 2020 • Aon PLC • Insurance agents, brokers & service • Delaware
This BUSINESS COMBINATION AGREEMENT (hereinafter referred to as this “Agreement”), dated March 9, 2020, is by and between Aon plc, a company incorporated under the laws of England and Wales, with registered company number 07876075 (“Aon UK”) and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 10.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Aon UK and WTW are referred to collectively herein as the “Parties”, and Aon UK, on the one hand, and WTW, on the other hand, are each sometimes referred to herein as a “Party”.
EXPENSES REIMBURSEMENT AGREEMENT dated as of March 9, 2020 between AON PLC and WILLIS TOWERS WATSON PUBLIC LIMITED COMPANYExpenses Reimbursement Agreement • March 10th, 2020 • Aon PLC • Insurance agents, brokers & service • Delaware
THIS EXPENSES REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of March 9, 2020, between Aon plc, a company incorporated under the laws of England and Wales, with a registered company number 07876075 (“Aon” or “Aon UK”), and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW”).
APPENDIX 3 CONDITIONS OF THE PROPOSED COMBINATION AND THE SCHEMEAon PLC • March 10th, 2020 • Insurance agents, brokers & service • Delaware
The Proposed Combination and the Scheme will comply with the Irish Takeover Rules and, where relevant, the rules and regulations of the US Exchange Act, the Act and the NYSE, and are subject to the terms and conditions set out in this Announcement and to be set out in the Scheme Document.
DIRECTOR’S IRREVOCABLE UNDERTAKINGAon PLC • March 10th, 2020 • Insurance agents, brokers & service
