Slide 1: EXOR's $137.50 Per Share Superior All-Cash Offer to Acquire PartnerRe
1 APRIL 2015 PARTNER RE 1 EXOR’S $ 137.50 PER SHARE SUPERIOR ALL - CASH OFFER TO ACQUIRE PARTNER RE INVESTOR AND ANALYST PRESENTATION JUNE 16, 2015
Slide 2: Forward-looking statements
2 Certain statements and information contained in this communication that are not statements of information or historical fact constitute forward - looking statements, notwithstanding that such statements are not specifically identified as such . These forward - looking statements include, but are n
Slide 3: Important information and proxy statement notice
3 This presentation does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities . EXOR has filed a proxy statement (the “Proxy Statement”) with the SEC in connection with the upcoming special meeting of the shareholders of PartnerRe at which the PartnerR
Slide 4: Executive Summary (1/3)
4 EXECUTIVE SUMMARY (1/3) EXOR TRANSACTION SUPERIOR IN VALUE TO AXIS AT CLOSING AND IN FUTURE ▪ EXOR’s Binding all - cash offer of $137.50 per share is superior to the AXIS transaction : » Represents a 10 % premium to the implied value of the AXIS transaction 1 » Represents approximately 12% premium
Slide 5: Executive Summary (2/3)
5 EXECUTIVE SUMMARY (2/3) UNREALISTIC AXIS/PARTNERRE VALUE AND BUSINESS PLAN ASSUMPTIONS ▪ AXIS/PartnerRe’s representation of the current and future value of their proposed transaction lacks credibility: » Assumes unrealistic multiple expansion based on a biased selection of peers that historically
Slide 6: Executive Summary (3/3)
6 EXECUTIVE SUMMARY (3/3) EXOR TRANSACTION SUPERIOR ALSO FOR PREFERRED SHAREHOLDERS ▪ Despite PartnerRe’s misrepresentation of the EXOR transaction and the scare tactics adopted to lure votes, preferred shareholders will decide in their best interest based on facts at the upcoming July 24 th Shareho
Slide 7: Agenda
7 EXOR TRANSACTION SUPERIOR IN VALUE TO AXIS AT CLOSING AND IN FUTURE U NREALISTIC AXIS/P ARTNER R E VALUE AND BUSINESS PLAN ASSUMPTIONS EXOR TRANSACTION DELIVERS FULL VALUE , ABOVE COMPARABLE TRANSACTIONS EXOR TRANSACTION SUPERIOR ALSO FOR PREFERRED SHAREHOLDERS AXIS TRANSACTION IS THE RESULT OF A
Slide 8: EXOR's binding offer delivers superior value at closing
8 EXOR’S BINDING OFFER DELIVERS SUPERIOR VALUE FOR P ARTNER R E COMMON SHAREHOLDERS AT CLOSING ▪ EXOR's Binding Offer of $137.50 per share represents a 10% premium to the implied unaffected value of the AXIS transaction 2 ▪ EXOR’s Binding Offer delivers approximately $15 of additional TBVPS to Partn
Slide 9: All-cash consideration provides value certainty
9 572 508 479 2015E 2016E 2017E 1 - As per PartnerRe management projections published in the Form S - 4 Registration Statement filed 6 /1/2015, relating to the PartnerRe / AXIS Amalgamation Agreement ALL - CASH CONSIDERATION PROVIDES VALUE CERTAINTY COMPARED TO UNCERTAIN AXIS FUTURE SHARE PRICE ▪ EX
Slide 10: Illustrative future value
10 $124 $137 $151 $139 $150 $162 $110 $130 $150 $170 Year-End 2015 Year-End 2016 Year-End 2017 ILLUSTRATIVE FUTURE VALUE 1 – AXIS offer value equal to estimated pro forma TBVPS for AXIS multiplied by the exchange ratio of 2.18 plus the special pre - closing dividend of $ 11.50, including any additio
Slide 11: Agenda
11 EXOR TRANSACTION SUPERIOR IN VALUE TO AXIS ONE AT CLOSING AND IN FUTURE U NREALISTIC AXIS/ P ARTNER R E VALUE AND BUSINESS PLAN ASSUMPTIONS EXOR TRANSACTION DELIVERS FULL VALUE , ABOVE COMPARABLE TRANSACTIONS EXOR TRANSACTION SUPERIOR ALSO FOR PREFERRED SHAREHOLDERS AXIS TRANSACTION IS THE RESULT
Slide 12: AXIS/P representation of value creation lacks credibility
12 AXIS/P ARTNER R E REPRESENTATION OF THE CURRENT AND FUTURE VALUE CREATION LACKS CREDIBILITY 1. Value upside greatly exaggerated » Assumes unrealistic multiple expansion based on a biased selection of peers that historically have outperformed AXIS and PartnerRe » Double counts reserve redundancies
Slide 13: AXIS/P value upside greatly exaggerated
13 AXIS / P ARTNER R E VALUE UPSIDE GREATLY EXAGGERATED BY P ARTNER R E REASONABLE EXPECTATION P ARTNER R E MISCHARACTERIZATION 1.00x ~$103.00 1 At P/TBV of ~8.00 0 .00 ~$111.00 ??? ~$111.00 11.50 ~$122.50 ~$117.50 ~$120.50 ~$122.50 ~$125.50 ~$127.50 At P/TBV of 0.95x 0.975x 1.00x 1.025x 1.05x
Slide 14: AXIS/P reasonably expected to trade around 1.00x P/TBV
14 AXIS / P ARTNER R E REASONABLY EXPECTED TO TRADE AROUND 1.00x P/TBV AXIS / P ARTNER R E VS . T HEIR O WN S ELECTED P EERS 1 1 - Includes: ACE, ACGL, AGII, AHL, AWH, ENH, MRH, RE, RNR, VR, XL; P/TBV as of 6/9/15 (AXS unaffected at 5/5/15, PRE unaffected at 4/13/15 and MRH unaffected at 12/10/14) 2
Slide 15: Market ascribed limited value to synergies in AXIS transaction
15 1 - Calculated as the AXIS daily closing share price multiplied by the 2.18x exchange ratio ▪ From January 26, 2015 (the day after the announcement of the initial PartnerRe / AXIS transaction) to April 13, 2015 (the day before the announcement of EXOR’s initial proposal) PartnerRe average share p
Slide 16: 2017 business plan targets not realistic (1/3)
16 Combined Standalone (excl. repurchases) 2017 2 ’17 Operating RoE ~8.6% Key questions not addressed • How can combined AXIS/PartnerRe improve its standalone ROE in a market environment where industry participants and equity analysts expect RoE to decline over the next 2 years? Net Synergies 3 ~1.4
Slide 17: 2017 business plan targets not realistic (2/3)
17 2017 BUSINESS PLAN TARGETS OF THE COMBINED AXIS/P ARTNER R E ENTITY NOT REALISTIC ( 2 /3) Capital Management 3 ~1.0% Key questions not addressed • The AXIS/PartnerRe combined entity will distribute in 2015 ca. $1.55bn 1 , equal to ~155% of 2015E combined operating earnings 2 : - What are the sour
Slide 18: 2017 business plan targets not realistic (3/3)
18 2017 BUSINESS PLAN TARGETS OF THE COMBINED AXIS/ P ARTNER R E ENTITY NOT REALISTIC (3/3) Income Growth 1 ~0.6% Key questions not addressed • The AXIS/PartnerRe 2017 business plan assumes $50mn of incremental Primary Insurance pre - tax underwriting income in 2017, implying ~64% growth in Net Prem
Slide 19: AXIS/P combined operating ROE lacks credibility
19 AXIS/ P ARTNER R E COMBINED STANDALONE OPERATING ROE LACKS CREDIBILITY IN CURRENT MARKET ENVIRONMENT 8.6 7.9 2017E 2015E AXIS/P ARTNER R E COMBINED STANDALONE OPERATING ROE (%) 1 – Based on management estimates as disclosed in Form S - 4 Registration Statement filed 6/1/15 and AXIS/PartnerRe 6/1/
Slide 20: Over $60mn pre-tax income from third party capital unrealistic
20 AXIS/P ARTNER R E OVER $60MN PRE - TAX INCOME FROM 3 RD PARTY CAPITAL VEHICLES IN 2017 IS UNREALISTIC ▪ Launched Alternative Capital operations 1 in 2008 ▪ Enjoyed a more favorable capital raising environment ▪ Exploited first - mover advantage ▪ Secured some of the best talent in the industry ▪
Slide 21: AXIS/P incremental growth in 2017 not realistic
21 AXIS/P ARTNER R E INCREMENTAL GROWTH IN 2017 NOT REALISTIC 1,831 2,994 2014 2017 95.7% 95.7% 79 129 +64% 1 – Based on AXIS Insurance segment premiums; assumes 2017 CR in line with 2014 CR of 95.7% Combined Ratio 1 Pre - Tax UW Income ($mn) I NSURANCE : C URRENT (’14 ) AND R EQUIRED ( ’17) NPE 1 +
Slide 22: Risk of multiple compression for combined AXIS/P
22 RISK OF MULTIPLE COMPRESSION FOR THE COMBINED AXIS / P ARTNER R E H ISTORICAL V OLATILITY VS . R EINSURANCE B USINESS M IX 2010 – 2014 Volatility 1 Reinsurance Business Mix 2 1 – Earnings volatility based on annual net income from 2010 to 2014 and calculated as the standard deviation divided by t
Slide 23: If AXIS P/TBV reverts to 5-year average
23 0.55x 0.70x 0.85x 1.00x 1.15x 5/5/10 5/5/11 5/5/12 5/5/13 5/5/14 5/5/15 AXIS Average P/TBV: 0.89x Source: Capital IQ and Company Filings 1 – AXIS through 5/5/2015 (last trading day prior to takeover speculation for AXIS, if the AXIS Agreement Is terminated) 2 - As per PartnerRe presentation dated
Slide 24: Agenda
24 EXOR TRANSACTION SUPERIOR IN VALUE TO AXIS ONE AT CLOSING AND IN FUTURE U NREALISTIC AXIS/ P ARTNER R E VALUE AND BUSINESS PLAN ASSUMPTIONS EXOR TRANSACTION DELIVERS FULL VALUE , ABOVE COMPARABLE TRANSACTIONS EXOR TRANSACTION SUPERIOR ALSO FOR PREFERRED SHAREHOLDERS AXIS TRANSACTION IS THE RESULT
Slide 25: EXOR transaction values P at $145 per share
25 EXOR TRANSACTION VALUES P ARTNER R E AT $145 PER SHARE, AT 27% PREMIUM TO P ARTNER R E $114 UNAFFECTED SHARE PRICE EXOR’s cash at closing $137.50 Ordinary dividends to PartnerRe shareholders 1 $1.40 Breakup fee and expenses reimbursement 2 (value to AXIS shareholders ) $145.29 PartnerRe implied v
Slide 26: Binding offer above precedent insurance transaction multiples
26 EXOR’S BINDING OFFER ABOVE PRECEDENT INSURANCE TRANSACTION MULTIPLES FOR CHANGE OF CONTROL D EAL V ALUE ($ B N ) P REMIUM TO U NAFFECTED P/TBV 2 % C ASH / S TOCK PartnerRe Metric Initial AXS / PRE MoE ENH / MRH RenRE / PTP Alleghany / TransRe $114.14 1 $118.40 EXOR’s 27% premium to unaffected Par
Slide 27: Binding offer at 20% premium to fairness opinion average
27 $120.95 $97.21 $120.41 $113.22 $115.85 $110.75 $133.22 $116.65 $144.50 $135.86 $128.05 $121.83 $90.00 $100.00 $110.00 $120.00 $130.00 $140.00 $150.00 EXOR’S BINDING OFFER AT 20% PREMIUM TO AVERAGE P ARTNER R E SHARE PRICE VALUE UNDER ITS OWN FINANCIAL ADVISOR’S FAIRNESS OPINION Credit Suisse (Par
Slide 28: Agenda
28 EXOR TRANSACTION SUPERIOR IN VALUE TO AXIS ONE AT CLOSING AND IN FUTURE U NREALISTIC AXIS/ P ARTNER R E VALUE AND BUSINESS PLAN ASSUMPTIONS EXOR TRANSACTION DELIVERS FULL VALUE , ABOVE COMPARABLE TRANSACTIONS EXOR TRANSACTION SUPERIOR ALSO FOR PREFERRED SHAREHOLDERS AXIS TRANSACTION IS THE RESULT
Slide 29: Key facts for preferred shareholders
29 KEY FACTS FOR PREFERRED SHAREHOLDERS ▪ S&P affirmed EXOR and its investee companies are independently rated. EXOR capital structure will have no impact on preferred securities rating , or any other PartnerRe ratings 1 ▪ The EXOR transaction gives preferred shareholders at closing exactly the same
Slide 30: P under EXOR ownership enhances security of preferred shareholders
30 P ARTNER R E UNDER EXOR OWNERSHIP ACTUALLY ENHANCES SECURITY OF PREFERRED SHAREHOLDERS 1 – Based on preliminary pro forma consolidated balance sheet in S - 4 as of 3/31/15, including additional $750mn capital distribut ion to common shareholders immediately post - closing 2 – Based on $6.8bn comm
Slide 31: EXOR's transaction superior for preferred shareholders (1/2)
31 EXOR’S TRANSACTION SUPERIOR FOR PREFERRED SHAREHOLDERS (1/2) = M AINTAINS C URRENT T ERMS AND R IGHTS ▪ S&P affirmed EXOR and its investee companies are independently rated. EXOR capital structure will have no impact on preferred securities rating , or any other PartnerRe ratings 1 ▪ After the EX
Slide 32: EXOR's transaction superior for preferred shareholders (2/2)
32 EXOR’S TRANSACTION SUPERIOR FOR PREFERRED SHAREHOLDERS (2/2) 1 - EXOR Net Asset Value as of 5/26/2015 + EXOR O WNERSHIP A PLUS ▪ EXOR has an outstanding track record of managing its portfolio companies and creating value for all shareholders and stakeholders ▪ EXOR has a conservative capital stru
Slide 33: Leverage at EXOR level remains at prudent 20-25% loan-to-value
33 € mn 26 May 2015 Pro-forma GAV 15,327 100% 18,505 100% of which: FIAT Chrysler Automobiles (incl. Ferrari) - Listed 6,467 42% 6,467 35% PartnerRe 571 4% 6,179 34% Cushman & Wakefield 1,169 8% 0 0% CNH Industrial - Listed 2,999 19% 2,999 16% Other investments and Treasury stock 2,238 15% 2,238 12%
Slide 34: S&P affirmed EXOR's BBB+ credit rating
34 S&P AFFIRMED EXOR’S “BBB+” CREDIT RATING AFTER PROPOSED ACQUISITION OF PartnerRe “ EXOR has a track record of prudent leverage, and a limited tolerance for net debt at the holding company level. ” “ We view EXOR’s management and governance as “strong” under our criteria. EXOR’s track record of co
Slide 35: Agenda
35 EXOR TRANSACTION SUPERIOR IN VALUE TO AXIS ONE AT CLOSING AND IN FUTURE U NREALISTIC AXIS/ P ARTNER R E VALUE AND BUSINESS PLAN ASSUMPTIONS EXOR TRANSACTION DELIVERS FULL VALUE , ABOVE COMPARABLE TRANSACTIONS EXOR TRANSACTION SUPERIOR ALSO FOR PREFERRED SHAREHOLDERS AXIS TRANSACTION IS THE RESULT
Slide 36: The inferior AXIS transaction is the result of a flawed process
36 D ECEMBER / J ANUARY A PRIL 14 TO M AY 4 The process has flaws from inception EXOR tried to negotiate on friendly terms but PartnerRe would not engage bilaterally or grant due diligence THE INFERIOR AXIS TRANSACTION IS THE RESULT OF A FLAWED PROCESS ▪ On April 14, EXOR submitted initial all - cas
Slide 37: The inferior AXIS transaction is the result of a flawed process
37 THE INFERIOR AXIS TRANSACTION IS THE RESULT OF A FLAWED PROCESS EXOR has provided a clear path for shareholders and calls for PartnerRe to treat its shareholders fairly regarding vote solicitation for the AXIS transaction ▪ On May 12, EXOR submitted revised all - cash Binding Offer of $137.50 ▪ E
Slide 38: Actionable alternative and shareholder sovereignty
38 EXOR expects to be able to close the transaction in fourth quarter of 2015, a ssuming no further delays from PartnerRe board 1. EXOR’s Binding Offer provides PartnerRe shareholders with certainty of execution ‒ Binding Offer contains EXOR signature pages to the Merger Agreement ‒ Executable by Pa
Slide 39: Appendix
A PPENDIX
Slide 40: Strengthening the PartnerRe brand
40 S TRENGTHENING THE P ARTNER R E B RAND ▪ PartnerRe will remain an independent company, operated by the same management team ▪ Employee “ redundancies ” contemplated in the AXIS transaction will be avoided M ANAGEMENT C ONTINUITY N O D ISRUPTIVE I NTEGRATION S TRONG AND C OMMITTED O WNER F OCUS ON
Slide 41: Merger agreement terms compared with AXIS Agreement
41 ▪ In contrast to the AXIS Agreement, the Merger Agreement signed by the EXOR parties has : x No minimum “A - ” A.M . Best rating closing condition, which is present in the AXIS Agreement. This clause allows AXIS to terminate the existing transaction in the event of material losses incurred by Par
Slide 42: High closing certainty for the EXOR transaction
42 HIGH CLOSING CERTAINTY FOR THE EXOR TRANSACTION PROVEN REGULATORY TRACK RECORD PROVIDES GREATER CERTAINTY TO REGULATORS ▪ EXOR has invested in insurance and reinsurance in the past and currently owns insurance and other regulated financial service businesses in several jurisdictions ▪ EXOR has a
Slide 43: PartnerRe criticisms and EXOR responses
43 In its May 20, 2015 letter to EXOR, PartnerRe provided the following non - price criticisms of the EXOR Merger Agreement: 1. EXOR parent and its controlling shareholders have no contractual obligation to actually make the required regulatory filings or otherwise assist in obtaining regulatory app
Slide 44: Deal protection measures and EXOR response
44 4. The deal protection measures in EXOR’s proposed merger agreement are not appropriate in the context of an all - cash transaction, especially one without a pre - signing market check • The deal protection measures are more favorable in the EXOR Merger Agreement than in the AXIS Agreement • Part
Slide 45: EXOR binding offer and optionality
45 • EXOR Binding Offer entails no optionality as: i. It has the same exact covenant of the AXIS Agreement to obtain all required regulatory approvals ii. It has more closing certainty than the AXIS Agreement (e.g.. no minimum “A - ” A.M. Best rating closing condition) • EXOR’s offer fully anticipat
Slide 46: EXOR at a glance
46 ▪ One of Europe’s leading investment companies, controlled by the Agnelli family ▪ An entrepreneurial owner with over a century of successful investments ▪ Focused on global businesses primarily based in Europe and the U.S . ▪ Actively participates in building its companies ▪ Committed to a conse
Slide 47: EXOR historical NAV performance
47 0 5 10 15 20 25 30 35 40 45 50 2009 93.3 37.8 55.5 2010 45.8 17.2 28.6 2011 (24.4) (4.5) (19.9) 2012 20.6 11.4 9.2 2013 16.2 18.7 (2.5) 2014 14.8 17.2 (2.4) 2015 YTD 32.5 15.7 16.8 C OMPOUNDED ANNUAL RATE 27.4 17.7 9.7 A NNUAL PERCENTAGE CHANGE YEAR 1 - EXOR NAV 2 - MSCI D ELTA (1 - 2) EXOR HISTO