Still derailed: No relief for M&A market as deals continue to disappoint for fourth straight quarter. M&A Quarterly deal performance monitor Q3 2018

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1 Still derailed: No relief for M&A market as deals continue to disappoint for fourth straight quarter M&A Quarterly deal performance monitor Q3 2018

2 Still derailed: No relief for M&A market as deals continue to disappoint for fourth straight quarter M&A Quarterly deal performance monitor Q Deal makers under pressure to achieve a blow-out final quarter to rescue global M&A performance for 2018 Figure 1. M&A Quarterly Analysis The line below (3.1pp) shows the median-adjusted performance of all acquirers throughout the period. The red line below (1.9pp) shows the median-adjusted performance of all acquirers over a three year rolling period The yellow line below (-3.0pp) shows the median-adjusted performance of all acquirers over one-year rolling period. Percentage Points NB: The share price returns have been adjusted to Index returns over the corresponding period. The MSCI World Index is used as default, unless stated otherwise. 1 MSCI World Index is used as default, unless stated otherwise. 2 willistowerswatson.com

3 Figure 2. Acquirer Returns Adjusted to the MSCI Regional Index NB: The share price returns have been adjusted to Index returns over the corresponding period. The MSCI World Index is used as default, unless stated otherwise. Note that the sub-sample analyses for which the data points have grey coloured font include fewer than 25 deals, i.e. below our significance level, and should, therefore, be viewed as indicative North America Europe Asia-Pacific Q Q LONDON, Monday 24 September, 2018 The global M&A market underperformed for an unprecedented fourth consecutive quarter, according to the latest results from Willis Towers Watson s Quarterly Deal Performance Monitor (QDPM). Over the past two years, acquirers have consistently failed to achieve anything close to meaningful market over-performance, with deals valued from $100 million to over $10 billion underperforming the Global Index 1 by an average of 1.8pp (percentage points) during that period. Jana Mercereau, Head of Corporate Mergers and Acquisitions for Great Britain, said: Confronted by looming trade wars, regulatory pressures and geopolitical events dominating the agenda in the US, Europe and the UK, all regions except for Europe underperformed their respective indices from July to September Despite these challenges, deal volumes remain high as acquirers continue to back M&A activity as a route to growth. Lacklustre performance in 2018 has put deal makers under significant pressure to achieve blockbuster results in the final quarter. The trick, as always, is to do M&A right. Key to success is a rigorous and critical eye during due diligence, lock step with integration planning and a focus on people who will be instrumental to execution. These elements have always been central to the historical success of deal making as a growth strategy and are fundamental now if we are to see a rebound before the end of the year. 1 MSCI World Index is used as default, unless stated otherwise. 3 M&A Quarterly deal performance monitor Q3 2018

4 Based on share price performance, key findings revealed by the Willis Towers Watson global study in partnership with Cass Business School include: European acquirers managed to buck the negative worldwide trend by outperforming their regional index by 2.8pp. This is despite being brought down by UK acquirers who are currently at 2.6pp below their index for this quarter. In contrast to the poor record of UK acquirers, the takeover of UK firms by deal makers from outside of the country delivered positive returns for the last three quarters, most recently outperforming the regional index by 17pp in Q Acquirers in North America show an underperformance of 1.9pp in Q Asia-Pacific companies recorded the worst performance of all regions (7.8pp), underperforming their regional index for the seventh consecutive quarter. Over a three-year rolling period, European acquirers are in the top spot due to their consistent outperformance in the last six quarters (6.6pp above their regional index), followed by Asia Pacific and North American companies which have outperformed their regional indices over the same period (4.3pp and 0.4pp respectively). The three-year rolling average performance is currently positive at 1.9pp and the performance since the start of the QDPM in 2008 is at 3.1pp, Mercereau said: Capital markets remain resilient, European players are performing well and the longterm data shows companies active in M&A consistently outperform those that stay away from deals. In the face of this optimism and appetite, M&A deals have visibly struggled for two years to add shareholder value. With challenges on the horizon, the question is, have dealmakers learned the lessons of the financial crisis a decade ago when over optimistic and unprepared dealmakers got their fingers burnt." Willis Towers Watson QDPM Methodology All analysis is conducted from the perspective of the acquirer. Share-price performance within the quarterly study is measured as a percentage change in share price from six months prior to the announcement date to the end of the quarter. All deals where the acquirer owned less than 50% of the shares of the target after the acquisition were removed, hence no minority purchases have been considered. All deals where the acquirer held more than 50% of target shares prior to the acquisition have been removed, hence no remaining purchases have been considered. Only completed M&A deals with a value of at least $100 million which meet the study criteria are included in this research. Deal data sourced from Thomson Reuters. About Willis Towers Watson M&A Willis Towers Watson s M&A practice combines our expertise in risk and human capital to offer a full range of M&A services and solutions covering all stages of the M&A process. We have particular expertise in the areas of planning, due diligence, risk transfer and post transaction integration, areas that define the success of any transaction. Further information For further information about the research, or for help with your M&A activity, please contact your Willis Towers Watson consultant, or Jana Mercereau jana.mercereau@willistowerswatson.com 4 willistowerswatson.com

5 Appendix A: Data Descriptives: Q3 2017, Q and Q Q Median Deal Value ($m) Q Median Deal Value ($m) Q Median Deal Value ($m) All Asia-Pacific Europe North America Rest of the world 7 1, Consumer Products & Services Consumer Staples Energy & Power Financials Healthcare High Technology Industrials Materials Media & Entertainment Retail ,035 Telecommunications Domestic Cross-border Asia-Pacific Europe North America Rest of the world 5 1, Intra-regional Cross-regional Asia-Pacific Europe North America Rest of the world ,232 Intra-sector Cross-sector Asia-Pacific Europe North America Rest of the world Quick deals Slow deals Large deals (over or equal to $1bn) 47 1, , ,022 Mega deals (over or equal to $10bn) M&A Quarterly deal performance monitor Q3 2018

6 Appendix B: Top 25 Deals by Value of Transaction Q Date Announced Date Effective Acquirer Name Target Name 9/5/ /08/2018 Walmart Inc Flipkart Group 5/3/ /9/2018 AXA SA XL Group Ltd 28/03/ /07/2018 Concho Resources Inc RSP Permian Inc 15/12/2017 2/7/2018 KKR & Co LP Unilever PLC-Spreads Business 13/10/2017 1/8/2018 BASF SE Bayer-Crop Science Business 20/11/2017 6/7/2018 Marvell Technology Group Ltd Cavium Inc 22/01/ /07/2018 American International Group Validus Holdings Ltd 21/04/ /7/2018 Stars Group Inc Sky Betting & Gaming Ltd 4/1/2018 1/8/2018 Brookfield Bus Partners Lp Westinghouse Electric Co LLC 30/04/2018 1/9/2018 Marriott Vacations Worlwide ILG Inc 25/01/2017 6/7/2018 AltaGas Ltd WGL Holdings Inc 22/01/ /07/2018 Chengdu Qianfeng Electns Co Beijing Elec Vehicle Co Ltd 23/02/ /08/2018 Phoenix Group Holdings Ltd Standard Life Assurance Ltd 12/9/2017 1/7/2018 Centene Corp New York State Catholic 26/02/ /07/2018 Spectrum Brands Holdings Inc HRG Group Inc 17/01/2018 1/7/2018 Cj O Shopping Co Ltd Cj E&M Corp 21/08/2017 3/8/2018 Jiangsu Wujiang China Eastern Jiangsu Guowang 10/10/ /08/2018 Adani Transmission Ltd Reliance Infrastructure Ltd-Mu 3/7/2018 7/9/2018 CK Hutchison Holdings Ltd Wind Tre SpA 20/03/ /07/2018 TPG Pace Energy Holdings Corp Enervest Ltd-South Texas Asts 29/05/2018 1/9/2018 Wellcare Health Plans Inc Meridian Health Plan Of 14/05/ /07/2018 Aurora Cannabis Inc MedReleaf Corp 26/04/ /07/2018 EQT Midstream Partners LP Rice Midstream Partners LP 26/04/2018 1/8/2018 BASF SE Bayer-Seeds & Crop Protect Bus 8/11/ /07/2018 Total SA Engie SA-Upstream LNG 6 willistowerswatson.com

7 Value of Transaction ($ mil) Share Price Return Adj. Share Price Return (World Index Return, pp) Adj. Share Price Return (Industry Index Return, pp Adj. Share Price Return (Regional Index Return, pp) 16,000 6% ,129-10% ,510 8% ,038 49% ,981-14% ,863 18% ,565-17% ,710 29% ,600 63% ,587-13% ,519-30% ,508 5% ,124-3% , % , % ,484 30% ,001 19% ,932 98% ,852-7% ,601 30% ,500 48% ,278 84% ,113-19% ,067-15% ,050 13% M&A Quarterly deal performance monitor Q3 2018

8 About Willis Towers Watson Willis Towers Watson (NASDAQ: WLTW) is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. With roots dating to 1828, Willis Towers Watson has over 40,000 employees serving more than 140 countries. We design and deliver solutions that manage risk, optimise benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Our unique perspective allows us to see the critical intersections between talent, assets and ideas the dynamic formula that drives business performance. Together, we unlock potential. Learn more at willistowerswatson.com. willistowerswatson.com/social-media Willis Limited, Registered number: England and Wales. Registered address: 51 Lime Street, London, EC3M 7DQ. A Lloyd s Broker. Authorised and regulated by the Financial Conduct Authority for its general insurance mediation activities only. Copyright 2018 Willis Towers Watson. All rights reserved. WTW119078/09/2018 willistowerswatson.com