Slide 1: EXOR's $140.50 Per Share Enhanced All-Cash Offer to Acquire PartnerRe
1 APRIL 2015 PARTNER RE 1 EXOR’S $ 140.50 PER SHARE ENHANCED ALL - CASH OFFER TO ACQUIRE P ARTNER R E PRESENTATION TO INVESTORS JULY 20, 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: EXOR's enhanced Binding Offer clearly superior for common shareholders
4 ▪ EXOR’s enhanced Binding Offer clearly superior for PartnerRe common shareholders ‒ Total value consideration of $140.50 per share in cash ‒ Confirms all - cash binding offer of $137.50 per share in cash ‒ Special dividend of $3.00 per share payable to PartnerRe shareholders at closing to compens
Slide 5: Superior and Improved Offer for Common Shareholders
SUPERIOR AND IMPROVED OFFER FOR COMMON SHAREHOLDERS
Slide 6: Full, immediate and guaranteed value at closing
6 ▪ EXOR’s Binding Offer of $140.50 per share ($ 137.50 plus $3.00 of Special Dividend) represents a 7% premium to the implied unaffected value of the current AXIS transaction 2 ▪ EXOR’s Binding Offer delivers approximately $17 of additional TBVPS to PartnerRe shareholders 4 ▪ All in, EXOR’s transac
Slide 7: Illustrative future value
7 $125 $137 $152 $142 $153 $166 $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 $ 17.50, including any addition
Slide 8: EXOR's 30% premium to unaffected share price fully values PartnerRe
8 D EAL V ALUE ($ B N ) P REMIUM TO U NAFFECTED P/ TBV % C ASH / S TOCK PartnerRe Metric Initial AXS / PRE MoE ENH / MRH RenRe / PTP Alleghany / TransRe $114.14 1 $115.85 3 EXOR’S 30% PREMIUM TO UNAFFECTED SHARE PRICE AND 28% PREMIUM TO TBV FULLY VALUES P ARTNER R E (INCLUDING POTENTIAL RESERVE REDU
Slide 9: EXOR's proposal is superior to the AXIS revised offer
9 EXOR’S PROPOSAL IS SUPERIOR TO THE AXIS REVISED OFFER VALUE MAXIMIZATION OPTION V ALUE C ERTAINTY x EXOR’s $140.50 per share all - cash offer provides PartnerRe’s shareholders with absolute value certainty EXOR’s revised offer terms provide PartnerRe with a “Go - Shop” provision until September
Slide 10: Little net value improvement from increased AXIS special dividend
10 P ARTNER R E SHAREHOLDERS LEFT WITH LITTLE NET VALUE IMPROVEMENT AS A RESULT OF INCREASED AXIS SPECIAL DIVIDEND $3.00 $6.00 ~($3.10) ~$2.90 ~($1.90) ~($0.40) ~$0.60 Announced Special Dividend Increase in AXIS transaction on July 16 Value Already Belonging to PRE Common Shareholders 1 Actual Value
Slide 11: Artificially inflated AXIS price not a reliable reference
11 ARTIFICIALLY INFLATED AXIS PRICE DOES NOT REPRESENT A RELIABLE REFERENCE TO ASSESS FUTURE VALUE FOR P ARTNER R E SHAREHOLDERS M ARKET A SCRIBED L IMITED V ALUE TO P ROPOSED AXIS T RANSACTION $108 $112 $116 1/26 2/6 2/17 2/28 3/11 3/22 4/2 4/13 $114.14 PRE price on 1/23 Implied PartnerRe Share Pri
Slide 12: Superior Offer for Preferred Shareholders
SUPERIOR OFFER FOR PREFERRED SHAREHOLDERS
Slide 13: AXIS proposal does not match EXOR's capital distribution policy
13 ▪ AXIS PROPOSAL STILL DOES NOT MATCH EXOR’S LEGALLY BINDING PRUDENT CAPITAL DISTRIBUTION POLICY » While EXOR’s proposed terms include a covenant that limits capital distributions to <67% of earnings through 2020, AXIS / PartnerRe plan to distribute 125%+ of earnings through 2017 ▪ AXIS PROPOSAL A
Slide 14: Superior outcome for preferred shares under EXOR ownership
14 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 for at least 5 years Call protection until Jan. 1, 2021 Legally binding capital distribution limits post - closing (as % earnings) O THER T RANSACT
Slide 15: Appendix
APPENDIX
Slide 16: AXIS/PartnerRe increased special dividend delivers little net value improvement
16 THE AXIS/ P ARTNER R E INCREASED SPECIAL DIVIDEND DELIVERS LITTLE NET VALUE IMPROVEMENT • AXIS / PartnerRe to increase special dividend to PartnerRe shareholders by $6.00 per share, funded through a ~$300mn reduction in planned capital distributions post - closing • The $6.00 per share increase i