Aon plc (AON)
NYSE: AON · Real-Time Price · USD
321.14
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Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Jun 27, 2025

Darren Zeidel
Company Secretary, Aon

Hello and welcome to the 2025 Annual General 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.

Lester B. Knight
Chairman of the Board of Directors, Aon

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 2025 Annual General Meeting of Shareholders, which is being held in Dublin, Ireland. We also have shareholders who are joining us virtually through our meeting center website. We're joined by a representative of Computershare Investor Services, who has been appointed to serve as Inspector of Election at today's meeting, and representatives of Ernst & Young LLP, our independent registered public accounting firm. In accordance with the notice of the meeting, given that it is now past 8:30 A.M. local Dublin time, and I'm informed that there is a quorum present, I declare that the Annual General Meeting is open. There are eight items of business on today's agenda on which a vote will be taken.

These agenda items are as set forth in the proxy materials sent to shareholders on or about April 28, 2025. 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 31, 2024, including the reports of directors and the Irish statutory auditor thereon. Copies of these statutory financial statements have been mailed to shareholders of record and are also available in hard copy form at the meeting venue, as well as on the financial report section of our website. There is 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. In addition, we will present a business review of Aon's 2024 affairs. There will be an opportunity for shareholders to ask questions.

Shareholders attending in person in Dublin 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. I'm joined in Dublin by Aon's CEO, Greg Case, and CFO Edmund Reese. Mr. Case and other members of our board of directors are either with us in Dublin or participating virtually and are available to answer any shareholder questions. Now, it is my pleasure to introduce Darren Zeidel, the Company Secretary, who will provide the Secretary's report.

Darren Zeidel
Company Secretary, Aon

Thank you, Lester. Notice of this Annual General Meeting, together with Aon's Proxy Statement, Annual Report on Form 10-K for the year ended December 31, 2024, and Irish statutory financial statements for the year ended December 31, 2024, were made available beginning April 28, 2025, to shareholders of record as of the close of business on April 11, 2025, and as appointed, Jennifer Naughton of Computershare as Inspector of Election for the voting at the Annual General Meeting and in accordance with our Articles of Association, voting today will be conducted 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.

Based on a preliminary report from the Inspector of Election, of the 216,034,583 shares entitled to vote at the meeting, 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 declare that a quorum is present and we will proceed with the meeting. I'd now like to turn the meeting over to Greg Case.

Gregory C. Case
CEO, Aon

Thank you, Darren. On behalf of the management team, we would like to thank our shareholders for their continued partnership and investment in Aon, as well as our Board of Directors for their continued support and valuable insight. 2024 was a year of strong achievement for Aon. We delivered outstanding execution across all aspects of our strategy, resulting in another year of strong financial and operational performance. We achieved this performance while also taking several bold and transformational steps to position Aon for long-term sustainable growth. We made tremendous progress in the first year of the 3x3 Plan, our three-year initiative to operationalize our Aon United strategy. Our strategy continues to be a differentiator, enabling us to serve clients as one globally connected firm, powered by advanced analytics and innovative solutions that help them navigate an increasingly complex and volatile world. Our strong execution is translating into tangible results.

We're winning more clients, expanding existing relationships, and improving retention. Through our 3x3 Plan, we are further enhancing our ability to deliver industry-defining content, capabilities, and service, reinforcing our strong foundation for exceptional client service and long-term shareholder value creation. We delivered strong financial results across each of our key financial metrics in line with our objectives and guidance. For the full year of 2024, we achieved 6% organic revenue growth and 10% adjusted earnings per share growth, extending our decades-plus track record of consistent performance. We also completed the acquisition of NFP, meaningfully expanding our presence in the fast-growing middle market segment. In addition, we've returned $1.6 billion to shareholders through share repurchases and dividends, highlighting our strong free cash flow generation and disciplined capital allocation model. Our 2024 results reinforce Aon's long-term track record of consistent financial performance.

Now, at the midpoint of our 3x3 Plan, we are confident in our ability to sustain this momentum and deliver results that build on our strong track record of financial performance. Aon's financial model is designed to drive total shareholder returns, and we are well-positioned to drive long-term value creation for our colleagues, clients, and shareholders. Now, I'd like to turn the meeting back to Lester.

Lester B. Knight
Chairman of the Board of Directors, Aon

Thank you, Greg, for the update. Now we're ready to take your questions. Please direct any questions to Greg, Edmund, or me, or any other member of the Board of Directors. Any shareholder who wishes to ask a question should please raise their hand. If you're attending in person in Dublin, if you're attending virtually, please enter your question online via our meeting center website. Please give me your name or the name of the person you represent and ask your questions. I kindly remind you that questions must be confined to the business of the meeting. There being no questions, I would now like to turn the meeting back to Darren for the resolutions to be considered at today's Annual General Meeting.

Darren Zeidel
Company Secretary, Aon

Thank you. The following individuals have been nominated for re-election as directors of the Company, and each will be proposed for election by way of a separate ordinary resolution of the Company: Lester B. Knight, Gregory C. Case, José Antonio Alvarez, Jin-Yong Cai, Cheryl A. Francis, Adriana Karaboutis, Richard C. Notebaert, Gloria Santona, Sarah Smith, Byron O. Spruell, and Admiral James Stavridis. There are seven additional matters scheduled to be acted upon at this meeting.

In accordance with the recommendation of the Board of Directors, I move the following proposals in addition to the election of these nominees for approval: as an ordinary resolution, an advisory vote to approve the compensation of named executive officers, as set forth in Aon's Proxy Statement, as an ordinary resolution, the ratification of the appointment of Ernst & Young LLP as Aon's independent registered public accounting firm for the fiscal year ending December 31, 2025, as an ordinary resolution, the reappointment of Ernst & Young Chartered Accountants as Aon's statutory auditor under Irish law to hold office until the conclusion of the next Annual General Meeting, as an ordinary resolution, the authorization of the Board of Directors or the Audit Committee of the Board to determine the remuneration of Ernst & Young Chartered Accountants in its capacity as statutory auditor under Irish law, as an ordinary resolution, the authorization of the Board to issue Class A Ordinary Shares under Irish law for a period expiring on the date which is 18 months from the date of this meeting, as a special resolution, authorization of the Board to opt out of Statutory Pre-emption Rights under Irish law for the period expiring on the date which is 18 months from the date of this meeting, and as an ordinary resolution, the approval of the amendment and restatement of the Aon plc 2011 Incentive Plan, as amended and restated, to increase the number of shares available for issuance thereunder.

The full text of each of the resolutions is set out in the Proxy Statement. 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 Class A Ordinary Share held. The voting standard required for each resolution to pass is set forth in Aon's Proxy Statement. I'll now turn the meeting back over to Lester.

Lester B. Knight
Chairman of the Board of Directors, Aon

Thank you. We will now conduct the official business of the meeting. It is now 8:40 A.M. local Dublin time. I formally propose that each of the resolutions set out in the notice of meeting are put to the meeting, and I declare the polls open for voting on all the resolutions. Let me spend a moment reviewing the voting procedures. Proxy statements and proxy voting cards were mailed or made available to all shareholders prior to this meeting. Those of you who returned proxies prior to this meeting authorize the persons named in the proxy to vote on all proposals coming before the meeting. Similarly, if you've granted your proxy over the phone 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 the ballots are in. I now declare the polls closed. The Inspector of Election has 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. I want to take a moment. Please join me in thanking all of our directors for all the time and effort they devote on behalf of Aon and its shareholders. I'd also like to thank Greg Case and the entire management team for their efforts on behalf of Aon. Now, I'd like to ask Darren to report the provisional voting result.

Darren Zeidel
Company Secretary, Aon

Following review of proxies received and tabulated, each nominee for election as director received a majority of votes cast at this meeting. Further, the advisory resolution to approve the compensation of the Company's named executive officers and each other proposed ordinary resolution has been approved by at least a majority of votes cast. In the case of the special resolution to authorize the Board to opt out of Statutory Pre-emption Rights under Irish law, the resolution was approved by at least 75% of the votes cast. These results are provisional. The Inspector of Election will furnish a written report of the final vote count, which will be attached as an exhibit to the minutes of this meeting reported in a filing made by Aon with the United States Securities and Exchange Commission and made available on the Company's website. I'll now turn the meeting back to Lester for closing remarks.

Lester B. Knight
Chairman of the Board of Directors, Aon

Thank you, Darren. That now concludes the business of the meeting. I'd like to express our sincere appreciation to all shareholders. I now declare this meeting closed. Thank you.

Darren Zeidel
Company Secretary, Aon

This concludes the meeting. You may now disconnect.

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