Slide 1: PartnerRe Investors and Analysts Conference Call
1 APRIL 2015 PARTNER RE 1 INVESTORS AND ANALYSTS CONFERENCE CALL MAY 29, 2015 (16:30 CENTRAL EUROPEAN TIME)
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 or a solicitation of any vote or approval . EXOR has filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the SEC in connection with the upcoming spec
Slide 4: Agenda
4 A BOUT EXOR C USHMAN & W AKEFIELD (“C&W”) DISPOSAL $ 137 . 50 PER SHARE ALL - CASH BINDING OFFER TO ACQUIRE P ARTNER R E Q & A AGENDA
Slide 5: About EXOR
A BOUT EXOR
Slide 6: EXOR at a glance
6 ▪ 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 conser
Slide 7: 2015 Board with majority of independent directors
7 2015 BoD WITH MAJORITY OF INDEPENDENT DIRECTORS ANNEMIEK FENTENER VAN VLISSINGEN JAY YONG LEE MIKE VOLPI INDEPENDENT DIRECTORS MINA GEROWIN ANTONIO HORTA - OSORIO ROBERT SPEYER RUTHI WERTHEIMER GIOVANNI CHIURA 1 C HAIRMAN SHV H OLDINGS P RESIDENT & COO S AMSUNG E LECTRONICS P ARTNER I NDEX V ENTUR
Slide 8: EXOR historical NAV performance
8 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 HISTOR
Slide 9: Cushman & Wakefield (C&W) disposal
C USHMAN & W AKEFIELD (“C & W”) DISPOSAL
Slide 10: C&W acquisition, key facts and key figures
10 2006 - 07 2008 - 09 2010 - 14 2015 A CQUISITION T HE F INANCIAL C RISIS I MPROVING T HE B USINESS E XIT K EY F ACTS K EY F IGURES ($ MN ) ▪ On Dec 19, 2006 EXOR signed a contract to acquire a majority stake in C&W, establishing a total enterprise v alue of $975mn for the Company ▪ Transaction clo
Slide 11: Key C&W business achievements under EXOR ownership
11 15.0% 12.0% 2006 2014 16.2% 12.9% 2006 2014 7.6% 8.4% 2006 2014 116 175 2006 2014 11,500 16,200 2006 2014 186 605 2006 2014 44 173 2006 2014 OVERVIEW OF KEY C&W BUSINESS ACHIEVEMENTS UNDER EXOR OWNERSHIP I MPROVING B USINESS M IX I MPROVING O PERATING M ARGINS P OSITION C&W TO GROW THE BUSINESS 1
Slide 12: C&W disposal transaction terms
12 ▪ The transaction: – Establishes a total enterprise value of $2.042bn for C&W – Will generate net proceeds of $1.278bn in respect of EXOR’s approximately 75% shareholding in C&W on a fully diluted basis 1 ▪ No price adjustment, contingency or earn - out O FFER P RICE K EY C ONTRACT P ROVISIONS T
Slide 13: $137.50 per share all-cash binding offer to acquire PartnerRe
$137.50 PER SHARE A LL - CASH BINDING OFFER TO ACQUIRE P ARTNER R E
Slide 14: Executive summary (1/2)
14 EXECUTIVE SUMMARY (1/2) ▪ EXOR’s Binding Offer to acquire PartnerRe common shares for $137.50 per share in cash, $6.8 billion in total, is clearly superior to the AXIS transaction: 10% premium to the implied value of PartnerRe under the Revised AXIS Amalgamation 1 All - cash consideration del
Slide 15: Executive summary (2/2)
15 EXECUTIVE SUMMARY (2/2) ▪ Should the PartnerRe Board continue to refuse to engage properly, EXOR is determined to work directly with PartnerRe’s shareholders ▪ EXOR has filed a preliminary proxy statement with the SEC to solicit votes from PartnerRe shareholders “AGAINST” the AXIS Agreement at th
Slide 16: EXOR's binding offer is clearly superior to the AXIS transaction
16 x x x D ELIVERING S UPERIOR V ALUE TO COMMON SHAREHOLDERS P ROVIDING I MMEDIATE AND C ERTAIN V ALUE AT C LOSING S UPERIOR C ONTRACT T ERMS 1 - Consists of 2.18 shares of AXIS and special dividend of $11.50 per PartnerRe share. Based on AXIS’ unaffected closing share p ric e of $52.14 on 5/5
Slide 17: Binding offer delivers superior value for common shareholders
17 EXOR’S BINDING OFFER DELIVERS SUPERIOR VALUE FOR P ARTNER R E COMMON SHAREHOLDERS ▪ EXOR's Binding Offer of $137.50 per share represents a 10% premium to the implied value of the AXIS Transaction 2 ▪ EXOR’s Binding Offer delivers approximately $14 of additional TBVPS to PartnerRe shareholders ▪ R
Slide 18: Offer values PartnerRe at significant premium to historical share prices
18 1 - Latest unaffected share price of $114.14 as of 1/23/2015 (last closing price before the Initial AXIS Agreement was announced ) ▪ EXOR is not “opportunistically” taking advantage of a trough in the reinsurance market cycle or the company share price, but offering full value to PartnerRe common
Slide 19: All-cash consideration provides value certainty
19 1 - As per PartnerRe management projections published in the Form S - 4 Registration Statement filed 3/16/2015, relative to the Pa rtnerRe / AXIS Amalgamation Agreement 572 508 479 2015E 2016E 2017E ALL - CASH CONSIDERATION PROVIDES VALUE CERTAINTY COMPARED TO UNCERTAIN AXIS FUTURE SHARE PRICE 16
Slide 20: Market ascribed limited value to synergies in the AXIS transaction
20 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 21: Superior contract terms compared to AXIS Agreement
21 ▪ 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 22: EXOR's transaction also superior for preferred shareholders
22 EXOR’S TRANSACTION ALSO SUPERIOR FOR PREFERRED SHAREHOLDERS S UPERIOR FINANCIAL STRENGTH AND CREDITWORTHINESS ▪ The transaction proposed by EXOR will have no impact on the existing financial strength of PartnerRe; no new debt will be incurred by PartnerRe, no extraordinary dividend will be paid ‒
Slide 23: Strengthening the PartnerRe brand
23 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 L
Slide 24: No substantive regulatory risks and high closing certainty
24 NO SUBSTANTIVE REGULATORY RISKS AND 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
Slide 25: Timeline: December/January to April/May
25 D ECEMBER / J ANUARY A PRIL 14 TO M AY 4 ▪ PartnerRe Board approached single party to seek combination, agreeing to transaction within one week ▪ Deal with AXIS priced at $107.54 per share, a 6% discount to PartnerRe’s unaffected share price of $114.14 ▪ PartnerRe Board couched sale of Company as
Slide 26: May to May: path for shareholders
26 M AY 12 TO M AY 22 EXOR has provided a clear path for shareholders and calls for PartnerRe to treat shareholders fairly regarding vote solicitation for the AXIS transaction ▪ On May 12, EXOR submitted revised all - cash Binding Offer of $137.50 per share ▪ EXOR Binding Offer represented $370mn in
Slide 27: EXOR remains willing to engage
27 ▪ In its May 12 submission of its Binding Offer, EXOR provided a clear path for the PartnerRe Board to enter into a mutually satisfactory transaction ▪ EXOR is still willing to negotiate in good faith with the PartnerRe Board to provide further deal certainty on the following basis: ‒ EXOR offer
Slide 28: Expected close in fourth quarter of 2015
28 EXOR EXPECTS TO BE ABLE TO CLOSE TRANSACTION IN FOURTH QUARTER OF 2015, ASSUMING NO FURTHER DELAYS FROM P ARTNER R E 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 Part
Slide 29: What EXOR will look like
29 WHAT EXOR WILL LOOK LIKE 26 May 2015 GAV € 15.3bn 1,2 Pro - forma GAV € 18.5bn 1,2 PartnerRe 3 COMMITTED TO MAINTAIN A CONSERVATIVE CAPITAL STRUCTURE 1 Process to spin - off and list Ferrari is ongoing 2 Figures may not add due to rounding 3 PartnerRe € 6.179bn = € 571mn (closing prices of 9.9% o
Slide 30: Appendix
APPENDIX
Slide 31: PartnerRe criticisms of EXOR merger agreement and EXOR response
31 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 32: Deal protection measures criticism and response
32 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 33: Optionality and termination fee criticism and response
33 • 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 34: Q&A
34 APRIL 2015 PARTNER RE 34 INVESTORS AND ANALYSTS CONFERENCE CALL Q &A MAY 29, 2015