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 P ARTNER R E PRESENTATION TO P ARTNER R E SHAREHOLDERS JULY 7, 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: Additional 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: Agenda
4 A BOUT EXOR S UPERIOR O FFER AND I MPROVED T ERMS F OR C OMMON S HAREHOLDERS S UPERIOR O FFER AND I MPROVED T ERMS F OR P REFERRED S HAREHOLDERS Q&A AGENDA 1 2 3 4
Slide 5: About EXOR
(@) Asout EXOR
Slide 6: EXOR at a glance
6 ▪ One of Europe’s leading listed 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 for the long - t
Slide 7: Agnelli family: 116 years in business
7 GIOVANNI AGNELLI 1866 – 1945 “ I L S ENATORE ” AGNELLI FAMILY: 116 YEARS IN BUSINESS C O - FOUNDER OF F IAT – F ABBRICA I TALIANA A UTOMOBILI T ORINO IN 1899 F OUNDER OF IFI - I STITUTO F INANZIARIO I NDUSTRIALE IN 1927
Slide 8: Over a century of successful investments
8 OVER A CENTURY OF SUCCESSFUL INVESTMENTS B USINESS S ERVICES F INANCIAL S ERVICES ConstitutionRe I NDUSTRIAL C ONSUMER G OODS / R ETAIL M EDIA / E NTERTAINMENT / L EISURE R EAL E STATE
Slide 9: EXOR historical NAV performance
9 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 28.2 11.4 16.8 C OMPOUNDED ANNUAL RATE 26.3 16.7 9.6 A NNUAL PERCENTAGE CHANGE YEAR 1 - EXOR NAV 2 - MSCI D ELTA (1 - 2) EXOR HISTOR
Slide 10: What EXOR will look like with PartnerRe
10 WHAT EXOR WILL LOOK LIKE WITH P ARTNER R E COMMITTED TO MAINTAIN A CONSERVATIVE AND INVESTMENT GRADE CAPITAL STRUCTURE 1 - Process to spin - off and list Ferrari is ongoing 2 - Figures may not add due to rounding 3 – Based on 1.11 EUR/USD (exchange rate as of July 1, 2015) 4 - PartnerRe $6.7bn =
Slide 11: Superior offer and improved terms for common shareholders
SUPERIOR OFFER AND IMPROVED TERMS FOR COMMON SHAREHOLDERS 2
Slide 12: EXOR's offer value comparison
12 ▪ 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 PartnerRe shareholders ▪ All in, EXOR’s transaction values PartnerRe at 1.23x P/ TBV and at a 27%
Slide 13: Illustrative future value
13 $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 14: Premium to unaffected price and P/TBV versus precedent transactions
14 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 P ARTNER R E SHARE PRICE AND 23% PREMIUM TO TBV FAIRLY VALUES ANY POTENTIAL RESERVE REDUNDANCI
Slide 15: Superior deal certainty to the AXIS transaction
15 SUPERIOR DEAL CERTAINTY TO THE AXIS TRANSACTION ▪ NO “walk away” risk - EXOR S.p.A . (listed company with approximately $15 billon of Net Asset Value) guarantees all payments and contractual terms, including those related to regulatory approvals ▪ NO regulatory risk - EXOR has the same exact regu
Slide 16: Improved transaction terms
16 IMPROVED TRANSACTION TERMS ▪ INCLUSION OF GO - SHOP PROVISION » Go - shop provision affords PartnerRe the opportunity to seek proactively other interested buyers after accepting EXOR’s Binding Offer » Guarantees a superior transaction at $137.50 per share (+$1.40 per share of ordinary dividends u
Slide 17: Superior offer and improved terms for preferred shareholders
SUPERIOR OFFER AND IMPROVED TERMS FOR PREFERRED SHAREHOLDERS 3
Slide 18: Significantly improved EXOR terms with exchange offer
18 SIGNIFICANTLY IMPROVED EXOR TERMS WITH EXCHANGE OFFER EXOR E NHANCED P REFERRED S TOCK AXIS / P ARTNER R E DIVIDEND • Series D: 6.5% • Series E: 7.25% • Series F: 5.875% No change to current + 100 bps CALL DATE N o change to current Non - call before Jan. 1, 2021 • Series D: callable • Series E:
Slide 19: Continued public listing and transparent investor communication
19 CONTINUED PUBLIC LISTING AND TRANSPARENT INVESTOR COMMUNICATION ▪ All PartnerRe preferred securities will remain listed and publicly traded ▪ PartnerRe will continue to be an SEC registrant with: » Continued quarterly and annual U.S. GAAP financial reporting and statistical supplements » Investor
Slide 20: S&P statements on EXOR
20 S&P STATEMENTS ON EXOR 1 – Please refer to EXOR press release issued on June 16, 2015 ▪ 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 ▪ PartnerRe has repeatedly repo
Slide 21: Superior outcome for preferred shares under EXOR ownership
21 SUPERIOR OUTCOME FOR PREFERRED SHARES UNDER EXOR OWNERSHIP AND EXCHANGE OFFER x x x E NHANCED P REFERRED T ERMS 100 bps increase in dividend rate Call protection until Jan. 1, 2021 Legally binding capital distribution limits post - closing (as % earnings) O THER T RANSACTION E LEMENTS < 67%
Slide 22: Q&A
4 Q&A
Slide 23: Who will lead and how does EXOR plan to operate the business?
23 APRIL 2015 PARTNER RE 23 W HO W ILL L EAD P ARTNER R E AND H OW D OES EXOR P LAN TO O PERATE THE B USINESS ? 1
Slide 24: Who will lead and how does EXOR plan to operate the business?
24 WHO WILL LEAD P ARTNER R E AND HOW DOES EXOR PLAN TO OPERATE THE BUSINESS? ▪ For over 20 years, PartnerRe has developed a unique culture centered around sophisticated, yet prudent, underwriting and nurtured its senior leadership from within ▪ EXOR believes the promotion of an internal candidate t
Slide 25: Can EXOR walk away from the transaction with minimal risk?
25 APRIL 2015 PARTNER RE 25 C AN EXOR “ WALK AWAY ” FROM THE TRANSACTION WITH MINIMAL RISK ? 2
Slide 26: Can EXOR walk away from the transaction with minimal risk?
26 2 CAN EXOR “WALK AWAY” FROM THE TRANSACTION WITH MINIMAL RISK? ▪ Parties to EXOR Agreement are not “shell companies” » EXOR N.V . capitalized with € 300 million ($333 million 1 ) since 2013 » EXOR S.p.A., a public company with approximately $15 billion of NAV, is a guarantor of all EXOR party cov
Slide 27: Why is there no reverse termination fee?
27 APRIL 2015 PARTNER RE 27 W HY IS THERE NO REVERSE TERMINATION FEE ? 3
Slide 28: Why is there no reverse termination fee?
28 WHY IS THERE NO REVERSE TERMINATION FEE? 3 ▪ There is not a single example in the last 10 years of reverse termination fees for regulatory reasons in M&A deals with a value of $1 billion or more in life & annuity or property & casualty insurance or reinsurance ▪ Reverse termination fees are just
Slide 29: How will the EXOR transaction impact PartnerRe's capitalization and leverage?
29 APRIL 2015 PARTNER RE 29 H OW WILL THE EXOR TRANSACTION IMPACT P ARTNER R E ’ S CAPITALIZATION AND LEVERAGE ? 4
Slide 30: How will the EXOR transaction impact PartnerRe's capitalization and leverage?
30 HOW WILL THE EXOR TRANSACTION IMPACT P ARTNER R E ’ S CAPITALIZATION AND LEVERAGE? 4 ▪ PartnerRe’s capitalization and leverage will be improved by the EXOR transaction » To the contrary, the AXIS transaction involves $1.3 billion of extraordinary capital distributions around closing, significantl
Slide 31: Will PartnerRe be able to access new capital if needed?
31 APRIL 2015 PARTNER RE 31 A S A PRIVATELY - OWNED SUBSIDIARY OF EXOR, WILL P ARTNER R E BE ABLE TO ACCESS NEW CAPITAL IF NEEDED ? 5
Slide 32: As a privately-owned subsidiary of EXOR, will PartnerRe access new capital?
32 AS A PRIVATELY - OWNED SUBSIDIARY OF EXOR, WILL P ARTNER R E BE ABLE TO ACCESS NEW CAPITAL IF NEEDED? ▪ EXOR’s ownership will be a source of strength and stability for PartnerRe » EXOR is currently ranked 24th in the Fortune Global 500 list » By definition, capital base will grow more quickly und
Slide 33: What assurance is there the EXOR transaction will be accepted by the Board?
33 APRIL 2015 PARTNER RE 33 W HAT ASSURANCE IS THERE THAT THE EXOR TRANSACTION WILL BE ACCEPTED BY P ARTNER R E ’ S B OARD WHEN THE AXIS TRANSACTION IS VOTED DOWN ? 6
Slide 34: What assurance is there the Board will accept the EXOR transaction?
34 6 ▪ Following a “no” vote on the AXIS transaction, EXOR expects the PartnerRe Board to act in a rational fashion and accept the EXOR Binding Offer in accordance with the expressed will of its shareholders ▪ EXOR has now included a go - shop provision in its Merger Agreement » Go - shop provision