Aon plc (AON)
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AGM 2020

Jun 19, 2020

Speaker 1

Hello, and welcome to the twenty twenty Annual Meeting of Shareholders of Aon. It is now my pleasure to turn today's meeting over to Lester Knight, Chairman of the company's Board of Directors. Mr. Knight, the floor is yours.

Speaker 2

Thank you. Good morning, ladies and gentlemen. I'm Lester Knight, Chairman of Aon's Board of Directors. At this time, it's my pleasure to welcome all of you to Aon's twenty twenty Annual General Meeting of Shareholders being held in Chicago as well as via a satellite meeting in Dublin, Ireland in accordance with Irish law. We also have shareholders participating virtually through our meeting center website due to travel and health recommendations and restrictions in connection with COVID-nineteen.

I would like to turn the meeting over to Greg CEO of Aon, to officially call the meeting to order.

Speaker 3

Good morning, ladies and gentlemen. I'm Greg Case, the CEO of Aon. And being the only Director physically present in Chicago this morning, I've been selected to serve as Chairperson of this meeting under the Articles of Association. In accordance with the notice of meeting, given it is now past 08:30AM Central Daylight Time, I'm informed that there is a quorum present. I declare that the annual general meeting is open.

Speaker 2

Thank you, Greg. There are five items of business on today's agenda on which a vote will be taken. These agenda items are set forth in the proxy materials sent to shareholders on or about 04/24/2020. Furthermore, we are formally laying before the meeting for consideration by the shareholders the company's statutory financial statements under Irish law for the fiscal year ended December 3139, including the reports of the directors and the Irish statutory auditor thereon. We will also present a review of Aon's 2019 affairs.

A copy of these statutory financial statements is contained in the proxy statement for this annual general meeting and is also available in hard copy form at the meeting venue. There's no requirement under Irish law that these financial statements be approved by the shareholders and we're not seeking any such approval at today's meeting. There will be an opportunity for shareholders to ask questions. Shareholders attending in person in Dublin or Chicago can ask questions by raising their hand during the question and answer period. Those attending virtually can submit their questions at any time by clicking the message icon on the meeting center website.

The members of our Board of Directors are participating virtually and are available to answer any shareholder questions. Now it's my pleasure to introduce Darren Zeidl, the company's secretary, who will provide the secretary's report.

Speaker 4

Thank you, Lester. Notice of this Annual General Meeting, together with Aon's proxy statement and annual reports for the year ended December 3139, were made available beginning on 04/24/2020, to shareholders of record as of the close of business on 04/17/2020. Aon has appointed Jennifer Leone of Computershare as Inspector of Election for the voting at the Annual General Meeting. In accordance with our articles of association, voting today will be done by way of a poll on each of the resolutions put to the meeting. This is seen as best practice as it gives all shareholders the opportunity to participate in the decision making of the company and have their votes recorded even if they are unable to attend the meeting in person.

A quorum is present at today's Annual General Meeting. Based on a preliminary report from the Inspector of Election of the 231,082,482 shares entitled to vote at the meeting, more than $2.00 8,000,000 shares representing approximately 90% of the total voting rights of the shareholders entitled to vote are present in person or by proxy at the meeting. As a result, I will declare that a quorum is present and we will proceed with the meeting. Now I would like to turn the meeting over to Greg Case.

Speaker 3

Thank you, Darren. I appreciate it. I want to just start by saying on behalf of management, we'd like to thank the shareholders for their support of our firm throughout the year and over time. We'd also like to thank the Board of Directors for their tireless and valuable efforts to support our team and our mission of our firm. I'd just like to highlight, as we think about the journey of Aon, Slide three references the Aon United Blueprint.

And what this highlights is the journey we have had to build and strengthen Aon. It highlights the aspects of our firm that we focus on every day around, first and foremost, our colleagues. Second is how we deliver our global capability to our clients every day, delivering Aon United. Also how we support our colleagues Aon Business Services and how that effort has reinforced the performance of the firm as well as our effectiveness at the front line on behalf of clients. And the last piece of this, certainly not least, very important, is our efforts around new ventures and how we actually are working to drive innovation at scale in an unprecedented way around global Aon.

This footprint has served us very, very well and put us in an excellent position to not only succeed in the now here, but also in the future as we continue to build global Aon and certainly as we bring the combination of Aon and Willis Towers Watson together and build an even stronger firm forward for our shareholders, for our clients and for our colleagues. With that, I'd like to turn the meeting over to Krista Davies, our CFO, for her thoughts on our financial performance. Krista?

Speaker 5

Thank you so much, Greg. And I'm referring to Slide five of the presentation materials. You can see from our results over the last ten years, we've had a very disciplined focus on capital management and free cash flow. We finished 2019 with a record return on invested capital of 23.5%, a record in the company's history. We continue to drive free cash flow margin defined as free cash flow divided by revenue, and again, a highlight at the 2019 at 19.1%.

Our strategy to drive free cash flow is focused on driving organic revenue growth, margin expansion, and then reducing discretionary uses of cash, pension, CapEx, and improving working capital. We believe this combination will unlock substantial long term shareholder value creation. And we're very excited about the future growth of Aon and in particular with the combination with Willis Towers Watson. With that, I'll hand back to you, Lester.

Speaker 2

Thank you, Krista and Greg for the update. Now we're ready to take your questions. Please direct any questions to Greg, Krista, me or any other member of the Board of Directors. Any shareholder who wishes to ask a question should please raise your hand if you're attending in person in Chicago or Dublin. If you're attending virtually, please enter your question online via via our meeting center website.

Please give your name or the name of the person you represent and ask your question. I kindly remind you that questions must be confined to the business of this meeting. Okay. If there are no further questions, I'd like to now turn the meeting back to Darren for the resolution to be considered at today's Annual General Meeting.

Speaker 4

Thank you again, Lester. The following individuals have been nominated for reelection as directors of the company, and each will be proposed for reelection by way of a separate ordinary resolution of the company. Jin Young Tsai, Gregory C. Case, Jeffrey C. Campbell, Fulvio Conte, Cheryl A.

Francis, Lester B. Knight, J. Michael Losch, Richard B. Myers, Richard C. Notebart, Gloria Santona and Carolyn Y.

Wu. There are four additional matters scheduled to be acted upon by ordinary resolution at this meeting. In accordance with the recommendation of the Board of Directors, I move the following proposals for approval by ordinary resolution. An advisory vote on the compensation of the named executive officers as set forth in Aon's proxy statement the ratification of the appointment of Ernst and Young LLP as Aon's independent registered public accounting firm for the year ended 12/31/2020 The reappointment of Ernst and Young chartered accountants as Aon statutory auditor under Irish law to hold office from the conclusion of the meeting until the conclusion of the next annual general meeting and the authorization of the Board of Directors or the Audit Committee of the Board of Directors to determine Ernst and Young, chartered accountants, remuneration as statutory auditor under Irish law for the duration of its term of office. The full text of each of the resolutions is set out in the proxy statement.

As an ordinary resolution, each resolution requires a simple majority of the votes cast to be voted in favor of the resolution in order to pass. As required by our articles of association, the vote will be taken on a poll. As a result, each person represented in person or by proxy is entitled to one vote for every share held. I will now turn the meeting over to Fred.

Speaker 3

Thank you, Darren. We will now conduct the official business of the meeting. It's now 08:39AM Central Daylight Time. I formally propose that each of the resolutions set out in the notice of meeting are put to the meeting. I declare the polls open for voting on all of the resolutions.

Let me spend a moment reviewing the voting procedures. Proxy statements and proxy voting cards were sent to all shareholders prior to this meeting. Those of you who returned proxies prior to this meeting authorize the person's name in the proxy to vote on all proposals coming before the meeting. Similarly, if you granted your proxy over the telephone or Internet, you do not need to vote during the meeting. Any shareholder attending physically in person who has not submitted a proxy or wishes to change his or her vote, please stand and you'll be given a ballot.

All ballots are in. I now declare the polls close. The inspector of election is requested to tabulate the proxies and ballots and report the final voting results to the company secretary. Darren will announce the provisional results as soon as possible. Lester?

Speaker 2

Thank you, Greg. I'd like to just take a moment and thank the directors for all the time and effort that they devote to Aon and its shareholders. I'd also like to thank Greg and Christa, their management team, done an outstanding job for their efforts on behalf of Aon. Now I'd like to ask Darren to report on the voting.

Speaker 4

Thank you. The following review of proxies received and tabulated, each nominee for reelection as director received the majority of the votes cast at this meeting. In addition, each other proposed resolution has been approved as required. These results are provisional. The Inspector of Elections will furnish a written report of the final vote count, will be attached as an exhibit to the minutes of this meeting reported in a filing by Aon with the Securities and Exchange Commission and made available on the company's website.

I will now turn the meeting back to Greg for closing remarks.

Speaker 3

Thank you, Darren. That now concludes the business of the meeting. I'd like to express our sincere appreciation to those shareholders who attended the Annual General Meeting and to those who submitted proxies. I now declare this meeting closed.

Speaker 1

This concludes the meeting. You may now disconnect.

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