Aon plc S-4/A, filed Mar 29, 2024

Aon plc (AON)

S-4/A 2024-03-29

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Added on October 22, 2026

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Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


IMPORTANT NOTE ABOUT THIS PROSPECTUS			1
FREQUENTLY USED TERMS			3
SUMMARY			6
RISK FACTORS			17
Risks Related to the Transaction			17
Risks Related to Aon and the NFP business after Completion of the Transaction			19
Risks Related to Aon’s Business			21
Risks Related to NFP’s Business			21
Risks Related to NFP’s Indebtedness			35
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			38
THE TRANSACTION			41
Structure of the Transaction			41
The Merger Consideration			43
Background of the Transaction			45
The Aon Board’s Reasons for the Transaction			48
The NFP Board’s Reasons for the Transaction			50
Regulatory Approvals			52
No Aon Shareholder Approval Required			56
Approval of the NFP Stockholder			56
Listing of Aon Ordinary Shares			56
Appraisal or Dissenter’s Rights			56
Tax Treatment of the Transaction			57
Accounting Treatment of the Transaction			57
THE MERGER AGREEMENT			58
Explanatory Note Regarding the Merger Agreement			58
The Transaction			58
Closing; Effective Time			59
Marketing Period			59
Consideration; Effect of the Transaction on Capital Stock			60
Exchange Procedures			60
No Fractional Shares			61
Other Settlements			61
Adjustment to Merger Consideration			61
Withholding Rights			62
Representations and Warranties			62
Covenants and Agreements			66
Financing			73
Conditions to Completion of the Transaction			75
Termination of the Merger Agreement			76
Termination Fee			77
Expenses			78
Amendments and Waivers			78
Remedies Cumulative; Specific Performance			78
Governing Law; Jurisdiction			78
Tax Matters			78
OTHER RELATED AGREEMENTS			79
Management Incentive and Retention Plan Term Sheet			79
Lockup Agreements			79
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION			80


INFORMATION ABOUT AON			86
Aon			86
Merger Sub			86
Acquirer			86
INFORMATION ABOUT NFP			87
INTERESTS OF AFFILIATES IN THE TRANSACTION			88
COMPARISON OF RIGHTS OF AON SHAREHOLDERS AND THE NFP STOCKHOLDER			89
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF AON			101
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND DIRECTORS AND EXECUTIVE OFFICERS OF NFP			103
APPRAISAL OR DISSENTERS’ RIGHTS			104
EXPERTS			105
LEGAL MATTERS			106
WHERE YOU CAN FIND MORE INFORMATION			107
ANNEX A: AGREEMENT AND PLAN OF MERGER			A-1


	Aon Ordinary Shares
Date	High		Low		Close
December 19, 2023	$	315.63	$	311.87	$	313.01
[ ], 2024	$	[ ]	$	[ ]	$	[ ]


Hypothetical Scenario		Aon Closing Share Price		Aggregate Equity Consideration		Per Share Equity Consideration⁽¹⁾
	1	$	309		19,417,476		1,941,747	($	599,999,823	)
	2	$	381		16,929,134		1,692,913	($	644,999,853	)
	3	$	345		18,671,318		1,867,131	($	644,160,195	)
	4	$	273		21,966,256		2,192,625	($	599,678,625	)


Aon		NFP

Governing Documents

The rights of Aon shareholders are currently governed by the Aon Constitution and the Irish Companies Act.		The rights of NFP shareholders are currently governed by the Certificate of Incorporation of NFP (the “NFP Certificate of Incorporation”), the NFP Bylaws and the DGCL.

Authorized Share Capital / Authorized Capital Stock

The current authorized share capital of Aon is US$5,500,000 and €25,000, divided into 500,000,000 class A ordinary shares of US$0.01 each (nominal value) (i.e., the Aon Ordinary Shares), 50,000,000 preference shares of US$0.01 each (nominal value) and 25,000 ordinary shares of €1.00 each (nominal value). Under the Irish Companies Act, the authorized share capital may be increased or reduced by a resolution passed by a simple majority of votes cast, in person or by proxy, by Aon shareholders at a general meeting of Aon at which a quorum is present. (referred to under Irish law as an “ordinary resolution”). Under the Irish Companies Act, the Aon Board, or a duly authorized committee thereof, may allot and issue “relevant securities” (comprising, subject to certain exceptions, shares having the rights provided for in the Aon Constitution and rights to subscribe for, or convert any security into, such shares) up to the maximum amount of Aon’s authorized by unissued share capital, once generally, or specifically, authorized to do so by the Aon Constitution or by an ordinary resolution passed		The NFP Certificate of Incorporation provides that NFP is authorized to issue 100 shares of NFP Common Stock, of which 10 shares are issued. The number of authorized shares of NFP Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of NFP entitled to vote.


Aon		NFP

Voting

Under the Aon Constitution, each Aon member present, in person or by proxy, at a general meeting of Aon is entitled, on a poll, to one vote for each A Ordinary Share that he or she holds as of the record date for the meeting. Except where a greater majority is required by the Irish Companies Act or otherwise prescribed by the Aon Constitution, any question, business or resolution proposed at any general meeting shall be decided by an ordinary resolution. Under the Aon Constitution, all resolutions put to a vote at an Aon general meeting will be determined on a poll.		The NFP Certificate of Incorporation provides that each share of NFP Common Stock is entitled to one vote.

Preference Shares

Under the Aon Constitution, and in accordance with the Irish Companies Act, the Aon Board, or a duly authorized committee thereof, may allot and issue up to 50,000,000 preference shares of $0.01 each (nominal value) for a period of five years from the date of adoption of the Aon Constitution (which occurred on March 31, 2020) without regard to statutory pre-emption rights. Under the Aon Constitution, such preference shares may be issued in one or more classes or series with or without voting rights attached to them, as the Aon Board may determine. The Aon Board may further determine the ranking of such voting rights in relation to the other shares in the capital of Aon, as well as any other terms and conditions of any class or series of preference shares, including with regards to dividends, distributions on a winding-up of Aon and whether, or not such shares are convertible into shares of any other class of shares in the capital of Aon.		NFP has no authorized or outstanding shares of preferred stock.

Number and Qualification of Directors

The number of directors shall be as the Aon Board may determine from time to time, but shall be not less than seven and no more than twenty one. There are currently 13 directors of the Aon Board.		The NFP Bylaws provide that the number of the directors shall be as the NFP Board may determine from time to time, but shall be one or more. There is currently one director of the NFP Board. Except in connection with the election of directors at the annual meeting of stockholders, the number of directors may be decreased only to eliminate vacancies by reason of death, resignation or removal of one or more directors.

Term of Directors; Election of Directors

Under the Aon Constitution, directors of Aon shall stand for election or re-election at each annual general meeting. Each director of Aon shall hold office until his		The NFP Bylaws provide that each director shall hold office until the next annual meeting and until his or her successor is elected and qualified, or until he or


Aon		NFP
or her successor is elected or until his or her earlier resignation or removal in accordance with the Aon Constitution or, otherwise, pursuant to the Irish Companies Act. Where the appointment of a director is contested (i.e., there is a shareholder meeting at which it is proposed to vote on resolutions for the appointment of directors and the total number of proposed directors exceeds the total number of directors to be appointed at such shareholder meeting), the Aon Constitution provides for “plurality voting” applicable to contested elections of directors (i.e., the directors with the greatest number of votes are elected in descending order until the number of directors to be appointed at such meeting is satisfied).		she sooner dies, resigns, is removed or becomes disqualified.

Removal of Directors

Under the Irish Companies Act, notwithstanding any provision of the Aon Constitution or in any agreement, Aon shareholders may remove a director of Aon without cause by ordinary resolution, provided that at least 28 clear days’ special notice of such resolution is given to Aon. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) the director of Aon may have against Aon in respect of his or her removal. The director has a right to make reasonable written representations, which Aon must circulate to its shareholders, as to why he, or she should not be removed. A vacancy created by the removal of a director at any such extraordinary general meeting may be filled by ordinary resolution passed at the meeting at which he or she is removed, and, if not so filled, may be filled by resolution of the Aon Board. Separately, the Aon Constitution provides that Aon shareholders can remove a director of Aon without cause by ordinary resolution passed at a general meeting of Aon. No special notice of the resolution to remove a director under the Aon Constitution need be given to Aon, and such director does not have any special right to protest against his, or her, removal. Subject to compliance with all other relevant procedural requirements of the Aon Constitution, the Aon shareholders, by ordinary resolution may appoint another person as a director in place of an Aon director removed under the Aon Constitution. Under the Irish Companies Act, one or more members (i.e., registered shareholders) holding, or together holding, not less than 10% of Aon’s paid up share		The NFP Bylaws provide that a director (including persons elected by stockholders or directors to fill vacancies in the NFP Board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such director.


Aon		NFP
capital carrying voting rights has (or, as the case may be, have) the right to requisition the holding of an extraordinary general meeting of Aon at which a resolution to remove an Aon director (and appoint a replacement) may be proposed.

Vacancies on the Board

Under the Aon Constitution, Aon shareholders, by ordinary resolution, and the Aon Board, by majority directors’ resolution, have the power to appoint a person as a director of Aon, either to fill a vacancy or as an additional director.		Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director or by a majority of the directors then in office elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the NFP Board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective.

Shareholder / Stockholder Action by Written Resolution / Consent

Under the Irish Companies Act, written resolutions may only be passed, whether as ordinary resolutions or special resolutions, by unanimous written resolution signed by all members holding Aon shares carrying voting rights.

Quorum

The Aon Constitution provides that no business shall be transacted at any general meeting unless a quorum is present. A quorum consists of members who together represent at least a majority of the voting rights of all members entitled to vote, and who are present in person or by proxy, at the relevant general meeting.		The NFP Bylaws provide that a quorum shall consist of a majority of the votes entitled to be cast on the matter at any meeting of the stockholders, except where a larger quorum is required by law. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting.

Extraordinary / Special Meetings of Shareholders / Stockholders

Under the Irish Companies Act, all general meetings of a company other than annual general meetings are called extraordinary general meetings. Under the Irish Companies Act, an extraordinary general meeting may be convened: • by the Aon Board; • on the requisition of one or more members holding, or together holding, not less than 10% of Aon’s paid up share capital carrying voting rights;		The NFP Bylaws provide that a special meeting of the stockholders may be called at any time by the chairman of the NFP Board, if any, the president of NFP or the NFP Board and must be called by the secretary upon the written request of any stockholder holding of record at least 25% percent of the outstanding shares of stock of the corporation entitled to vote at such meeting. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the


Aon		NFP
• on the requisition of a resigning statutory auditor; and • in exceptional cases, by order of the High Court of Ireland. In the case of an extraordinary general meeting convened on the requisition of one or more members holding, or together holding, not less than 10% of Aon’s paid up share capital carrying voting rights, the requisition notice must (i) state the objects of the meeting, (ii) be signed by the requisitioning shareholders and (iii) deposited at the registered office of Aon. The Aon Board has 21 days from the date of deposit of a valid requisition notice, to convene an extraordinary general meeting to vote on the matters set forth in the requisition notice. Such meeting must be held within two months of the date of deposit of the requisition notice. If the Aon Board does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than 50% of the total voting rights of all of them, may themselves convene an extraordinary general meeting, which meeting must be held within three months of the date of deposit of the requisition notice. Under the Irish Companies Act, if the Aon Board becomes aware that Aon’s net assets are half or less of the amount of Aon’s called-up share capital on an entity basis, the Aon Board is obliged to convene an extraordinary general meeting no later than 28 days after the earliest date that fact is known to any director (the “relevant date”), for the purpose of considering whether any, and if so what, measures should be taken to deal with the situation (the meeting to be held within 56 days of the relevant date).		purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

Notice of Shareholder / Stockholder Meetings

The Aon Constitution provides that not less than 21 clear days’ notice and no more than 60 days’ notice must be provided for an annual general meeting. The Aon Constitution further provides, subject to the provisions of the Irish Companies Act, that not less than 14 clear days’ notice and no more than 60 days’ notice is required for an extraordinary general meeting. If it is proposed to move a special resolution at an extraordinary general meeting, the Irish Companies Act requires that the minimum notice period be extended from not less than 14 clear days’ notice to not less than 21 clear days’ notice for such meeting.		The NFP Bylaws provide that notice of all meetings of stockholders is to be given in writing in the manner provided by law and the NFP Bylaws, stating the place, day and hour of the meeting and, in the case of a special meeting, the purposes for which the meeting is called. Such written notice is to be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting.


Aon		NFP

Limitation on Director Liability

Subject to exceptions, the Irish Companies Act does not permit a company to exempt a director or other officer from, or indemnify a director or other officer against, any liability, which by virtue of any enactment or rule of law, would otherwise attach to that director or other officer in respect of any negligence, default, breach of duty or breach of trust by him or her in relation to the company, and any provision purporting to do so, whether contained in a company’s constitution, contract or otherwise shall be void. The exceptions allow a company to: (i) purchase and maintain directors’ and officers’ insurance against any liability attaching in connection with any negligence, default, breach of duty or breach of trust in relation to the company and (ii) indemnify a director or such other officer against any liability incurred in defending proceedings, whether civil or criminal, (a) in which judgment is given in his or her favor or in which he or she is acquitted or (b) in respect of which the High Court of Ireland grants him or her relief from any such liability on the grounds that he or she acted honestly and reasonably and that, having regard to all the circumstances of the case, he or she ought fairly to be excused for the wrong concerned. Subject to the mandatory restrictions described above, Aon may agree to exempt or indemnity its directors in respect of liability.		The NFP Certificate of Incorporation provides that no director shall be liable to NFP or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the DGCL as in effect at the time such liability is determined.

Indemnification

The Aon Constitution provides that, subject to the restrictions under the Irish Companies Act (as described above under “Limitation on Director Liability”), but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every present and former director and other officer of Aon (other than any person (whether an officer or not) engaged by Aon as auditor) shall be indemnified out of the assets of Aon against any loss or liability incurred by him or her for negligence, default, breach of duty or breach of trust in relation to the affairs of Aon or otherwise incurred by him or her in the execution and discharge of his or her duties to Aon.		The NFP Certificate of Incorporation provides that to the maximum extent permitted from time to time under the laws of the State of Delaware, NFP shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, (i) by reason of the fact that such person is or was a director or is or was serving at the request of NFP as a director of another enterprise or (ii) in such person’s capacity as an officer, employee or agent of NFP or in such person’s capacity as an officer, employee or agent of another enterprise, that such person is or was serving at the request of NFP, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation,


Aon		NFP
		preparation to defend or defense of such action, suit, proceeding or claim; provided that NFP is not required to indemnify any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person other than an action authorized by the NFP Board.

Pre-emption Rights

Under the Irish Companies Act, subject to certain exceptions, allotments and issuances of “equity securities” (comprising, subject to certain exceptions, shares having the rights provided for in the Aon Constitution and rights to subscribe for, or convert any security into, such shares) for cash are subject to statutory pre-emption rights in favor of shareholders, save to the extent such rights are generally, or specifically, disapplied by the Aon Constitution or by a special resolution passed by Aon shareholders at a general meeting of Aon at which a quorum is present. Under the Irish Companies Act, statutory pre-emption rights may be generally disapplied in respect of up to the entirety of Aon’s authorized but unissued share capital and for a maximum period of five years, at which point the general disapplication must be renewed by a special resolution (provided that, the Aon Board, or a duly authorized committee thereof, may, following the expiry of any such general disapplication, allot and issue “equity securities” without regard to statutory pre-emption rights in pursuant of an offer or agreement made by Aon before the expiry of such disapplication). The Aon Constitution generally disapplies the statutory preemption rights for a period of five years from the date of its adoption (which occurred on March 31, 2020) in respect of the maximum amount of Aon’s authorized, but unissued, share capital. Furthermore, the Aon Board, or a duly authorized committee thereof, may, following the expiry of any such general disapplication, allot and issue “equity securities” without regard to statutory pre-emption rights in pursuant of an offer or agreement made by Aon before the expiry of such disapplication. Statutory pre-emption rights do not apply to the allotment and issue: • of “equity securities” for non-cash consideration (such as in a share-for-share acquisition); • of non-“equity securities” (i.e., shares that have the right to participate only up to a		The NFP Certificate of Incorporation and the NFP Bylaws do not provide stockholders of NFP with preemptive rights. Thus, as a general matter, if additional shares of NFP Common Stock are issued, the current holders of NFP Common Stock will own a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance.


Aon		NFP
specified amount in any income or capital distribution); or • of shares (and rights to subscribe for, or convert another security into, shares) pursuant to an employees’ share scheme.

Distributions to Shareholders / Stockholders

Under the Irish Companies Act, Aon may only pay dividends and make other distributions (and, generally, make share repurchases and redemptions) out of distributable profits. “Distributable profits” are the accumulated realized profits of Aon that have not previously been utilized in a distribution or capitalization less the accumulated realized losses of Aon that have not previously been written off in a reduction or reorganization of capital. “Distributable profits” are determined on an entity basis and include realized profits created by way of a court approved reduction of capital. In addition, no dividend may be paid or other distribution, share repurchase or redemption made by Aon unless the net assets of Aon are equal to, or exceed, the aggregate of Aon’s called-up share capital plus its un-distributable reserves and the dividend or other distribution, share repurchase or redemption does not reduce Aon’s net assets below such aggregate. The Aon Constitution empowers the Aon Board to pay such dividends, without the approval of Aon shareholders, as appears to the Aon Board to be justified by the profits of Aon. The Aon Board may also recommend a dividend to be approved and declared by Aon shareholders at a general meeting of Aon, provided that no such dividend may exceed the amount recommended by the Aon Board. Under the Aon Constitution, dividends may be declared and/or paid in the form of cash or other assets (including paid-up shares or debentures of another body corporate).		Declaration of dividends upon NFP capital stock are subject to applicable law, including the DGCL.

Purchase and Redemption of Shares

Under the Irish Companies Act, Aon may acquire its own shares by (i) an on-market of such shares on a recognized stock exchange, which includes the NYSE, (ii) an off-market purchase (i.e., other than on a recognized stock exchange) of such shares or (iii) a redemption of such shares. For Aon to make on-market purchases of Aon Ordinary Shares, Aon shareholders must provide general authorization to Aon to do so, by ordinary resolution		Under Section 160 of the DGCL, NFP may redeem or repurchase its own shares, except that generally it may not redeem or repurchase those shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption or repurchase of such shares.


Aon		NFP
The Aon Board has authorized a program for Aon to repurchase Aon Ordinary Shares. As of December 31, 2023, the remaining authorized amount for share repurchases under the program was approximately $3.3 billion.

Combinations or Antitakeover Statutes

Aon is subject to the Irish Takeover Panel Act 1997, Irish Takeover Rules 2022 (the “Irish Takeover Rules”), which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public companies limited by shares listed on certain stock exchanges, including the NYSE. The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. In particular, transactions in which a person or persons acting in concert seeks to acquire securities carrying 30% or more of Aon’s voting rights (the change-of-control threshold under the Irish Takeover Rules) will be subject to the Irish Takeover Rules and the jurisdiction of the Irish Takeover Panel. The Irish Takeover Rules impose obligations on Aon and its directors (and on transaction counterparties) in the circumstances of a takeover offer (solicited or unsolicited, recommended or hostile) and other relevant transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving multiple bidders, that there is a level playing field. Under Irish law, where another company proposes to acquire Aon, the requirement for the approval of Aon shareholders will depend on the acquisition structure applied. Acquisitions are typically effected by means of either a statutory scheme of arrangement or a takeover offer, but it is also possible for an acquisition of Aon to be effected by means of a statutory domestic or cross-border merger. Separately, the Aon Constitution provides that pre-approval of Aon shareholders representing at least two thirds in the nominal value of the issued share capital of Aon is required to effect the sale or lease or exchange of all or substantially all of the property and assets of Aon.		Section 203 of the DGCL generally prohibits “business combinations”, including mergers, sales and leases of assets, issuances of securities, grants of loans, and similar transactions by a corporation or a subsidiary with an interested stockholder who beneficially owns fifteen percent or more of a corporation’s voting stock, within three years after the person or entity becomes an interested stockholder, unless: (i) the board of directors of the target corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the interested stockholder owned at least eighty five percent (85%) of the corporation’s voting stock outstanding at the time the transaction commenced (excluding shares owned by directors who are also officers and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) at or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by the affirmative vote of at least two thirds of the outstanding voting stock not owned by the interested stockholder. In the NFP Certificate of Incorporation, NFP has expressly opted out of Section 203 of the DGCL. As a result, the statute does not apply to NFP.

Inspection of Books and Records

Under Irish law, members have the right to: • receive a copy of the Aon Constitution; • inspect and obtain copies of the minutes of Aon’s general meetings and resolutions;		Under Section 220 of the DGCL, any stockholder may inspect NFP’s books and records for a proper purpose during the usual hours for business.


Aon		NFP
• inspect and receive a copy of the register of members, register of directors and secretaries, register of directors’ interests and certain other statutory registers maintained by Aon; • receive copies of Aon’s statutory financial statements together with the directors’ and auditors’ reports thereon for the most recent financial year; and • receive copies of the balance sheets of any of Aon’s subsidiaries that have previously been produced to an annual general meeting of such subsidiaries in the preceding ten years.

Exclusive Forum

The courts of Ireland shall have exclusive jurisdiction to determine any and all disputes brought by a member in that member’s capacity as such against Aon and/or the Aon Board and/or any of the directors individually or collectively, arising out of or in connection with the Aon Constitution or any non-contractual obligations arising out of or in connection with the Aon Constitution or under Irish law (including but not limited to: (i) any derivative claim in respect of a cause of action vested in Aon or seeking relief on behalf of Aon and (ii) any action asserting a claim of breach of a fiduciary or other duty owed by any director to Aon or the members).		The NFP Certificate of Incorporation and NFP Bylaws do not contain a forum selection provision.

Amendment of Constitution / Articles of Incorporation

The Aon Constitution may only be amended by special resolution of the shareholders of Aon.		Stockholders may vote to amend the NFP Certificate of Incorporation pursuant to Section 242 of the DGCL.

Amendment of Bylaws

N/A		Stockholders holding a majority of NFP’s outstanding voting stock will have the power to adopt, amend or repeal the NFP Bylaws. To the extent provided in the NFP Certificate of Incorporation, the NFP Board also has the power to make, repeal, alter, amend and rescind any or all of the NFP Bylaws, except insofar as the NFP Bylaws adopted by the stockholders otherwise provide.


Name⁽¹⁾	Amount and Nature of Beneficial Ownership		Percentage of Class
Directors
Lester B. Knight³		313,461		*
Jose Antonio Álvarez		0		*
Gregory C. Case⁴^,⁵		1,474,418		*
Jin-Yong Cai		6,756		*
Jeffrey C. Campbell		10,970		*
Fulvio Conti		30,467		*
Cheryl A. Francis		27,643		*
Adriana Karaboutis		955		*
Richard C. Notebaert		34,962		*
Gloria Santona		38,547		*
Sarah E. Smith		476		*
Byron O. Spruell		4,001		*
Carolyn Y. Woo		27,278		*
Other NEOs
Christa Davies⁵		184,110		*
Eric Andersen⁵		146,678		*
Lisa Stevens⁵		16,287.77		*
Darren Zeidel⁵		25,110		*
All directors and executive officers as a group (21 persons)⁵		2,388,286		1.2%


Name	Number of Class A Ordinary Shares			Percentage of Class⁽¹⁾
The Vanguard Group		17,596,572	⁽²⁾		8.86	%
BlackRock, Inc.		13,428,205	⁽³⁾		6.76	%
Massachusetts Financial Services Corporation		12,472,491	⁽⁴⁾		6.28	%


Name	Amount and Nature of Beneficial Ownership	Percentage of Class
NFP Parent Co, LLC ⁽¹⁾	10	100%


		Page

ARTICLE 1.
DEFINITIONS

Section 1.01	Definitions		A-2
Section 1.02	Interpretative Provisions		A-23

ARTICLE 2.
DESCRIPTION OF THE TRANSACTION

Section 2.01	Closing		A-25
Section 2.02	The Mergers; Effect of the Mergers; First Effective Time		A-25
Section 2.03	Certificate of Incorporation and Bylaws; Directors and Officers		A-26
Section 2.04	Effect on Company Common Stock at the First Effective Time		A-26
Section 2.05	Effect on Capital Stock at the Second Effective Time		A-26
Section 2.06	Closing of the Company’s Transfer Books; Exchange Procedures		A-27
Section 2.07	Fractional Shares		A-27
Section 2.08	Other Settlements		A-28
Section 2.09	Withholding Rights		A-28
Section 2.10	Further Action		A-28
Section 2.11	Equitable Adjustments		A-29

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.01	Qualification and Organization		A-29
Section 3.02	Capitalization		A-29
Section 3.03	Subsidiaries		A-30
Section 3.04	Corporate Authority Relative to this Agreement; No Violation		A-31
Section 3.05	Financial Statements		A-32
Section 3.06	Absence of Certain Changes		A-33
Section 3.07	No Undisclosed Liabilities		A-33
Section 3.08	Material Contracts		A-34
Section 3.09	Compliance with Applicable Laws; Permits		A-35
Section 3.10	Investigation; Litigation		A-36
Section 3.11	Real and Personal Property		A-36
Section 3.12	Intellectual Property		A-37
Section 3.13	Information Technology and Privacy		A-38
Section 3.14	Insurance Coverage		A-39
Section 3.15	Tax Matters		A-40
Section 3.16	Employees and Employee Benefit Plans		A-41
Section 3.17	Environmental Matters		A-45
Section 3.18	Affiliate Transactions		A-45
Section 3.19	Takeover Statutes		A-45
Section 3.20	Finders’ Fees		A-45
Section 3.21	Material Carriers and Material Clients		A-45
Section 3.22	Sanctions; Trade Laws; Anti-Corruption Laws; AML Laws		A-46
Section 3.23	Certain Insurance Matters		A-46
Section 3.24	Certain Other Regulatory Matters		A-47
Section 3.25	Exclusivity of Representations; Non-Reliance		A-49


ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF NFP SELLER

Section 4.01	Qualification, Organization	A-49
Section 4.02	Corporate Authority Relative to this Agreement; No Violation	A-49
Section 4.03	Ownership of Company Shares	A-50
Section 4.04	Litigation	A-51
Section 4.05	Finders’ Fees	A-51
Section 4.06	Holding Company	A-51
Section 4.07	Irish Takeover Rules	A-51
Section 4.08	Tax Classification	A-51
Section 4.09	Exclusivity of Representations; Non-Reliance	A-51

ARTICLE 5.
REPRESENTATIONS AND WARRANTIES OF PARENT, ACQUIRER AND MERGER SUB

Section 5.01	Qualification, Organization	A-52
Section 5.02	Corporate Authority Relative to this Agreement; No Violation	A-52
Section 5.03	Reports and Financial Statements	A-53
Section 5.04	Absence of Certain Changes or Events	A-54
Section 5.05	Valid Issuance	A-54
Section 5.06	Finders’ Fees	A-54
Section 5.07	Financing	A-54
Section 5.08	Ineligible Persons	A-54
Section 5.09	Litigation	A-55
Section 5.10	Ownership and Tax Classification of RFULC, Acquirer and Merger Sub	A-55
Section 5.11	Takeover Statutes	A-55
Section 5.12	No Required Vote	A-55
Section 5.13	Exclusivity of Representations; Non-Reliance	A-55

ARTICLE 6.
COVENANTS OF THE COMPANY

Section 6.01	Conduct of the Company	A-56
Section 6.02	No Solicitation; Other Offers	A-59
Section 6.03	Access to Information	A-60
Section 6.04	280G Matters	A-61
Section 6.05	Notices of Certain Events	A-61
Section 6.06	Payoff Letters; Redemption of Senior Notes; HoldCo Notes Redemption; Interest Rate Swap Termination Letters	A-62
Section 6.07	Resignation of Officers, Directors and Managers	A-63
Section 6.08	Transaction Litigation	A-63
Section 6.09	Financial Information	A-63
Section 6.10	Related Party Transactions	A-64
Section 6.11	Requisite Company Stockholder Approval	A-64
Section 6.12	Aggregate Cash Consideration Statement	A-64
Section 6.13	Financing Assistance	A-65

ARTICLE 7.
COVENANTS OF PARENT AND ACQUIRER

Section 7.01	Conduct of Parent and Acquirer	A-67
Section 7.02	Notices of Certain Events	A-67


ARTICLE 8.
ADDITIONAL COVENANTS OF THE PARTIES

Section 8.01	Required Actions	A-68
Section 8.02	Preparation of the Form S-4	A-71
Section 8.03	Confidentiality; Public Announcements	A-73
Section 8.04	Indemnification of Officers and Directors	A-73
Section 8.05	Employee Matters	A-74
Section 8.06	NYSE Listing	A-75
Section 8.07	Certain Tax Matters	A-75
Section 8.08	Takeover Statutes	A-77
Section 8.09	Acquirer R&W Insurance Policy	A-77
Section 8.10	Professional/E&O and Cyber Tail Policies	A-78
Section 8.11	Reserved Matter Policy	A-78
Section 8.12	Indemnification Agreement	A-78

ARTICLE 9.
CONDITIONS TO THE MERGERS

Section 9.01	Conditions to the Obligations of Each Party	A-78
Section 9.02	Conditions to the Obligations of Parent, Acquirer and Merger Sub	A-79
Section 9.03	Conditions to the Obligations of the Company	A-79

ARTICLE 10.
TERMINATION

Section 10.01	Termination	A-80
Section 10.02	Effect of Termination	A-82
Section 10.03	Termination Fee	A-82

ARTICLE 11.
MISCELLANEOUS

Section 11.01	Non-Survival of Representations and Warranties	A-83
Section 11.02	Notices	A-83
Section 11.03	Remedies Cumulative; Specific Performance	A-84
Section 11.04	Entire Agreement; Severability; Amendments and Waivers	A-85
Section 11.05	Expenses	A-86
Section 11.06	Binding Effect; Benefit; Assignment	A-86
Section 11.07	Non-Recourse	A-86
Section 11.08	Governing Law	A-87
Section 11.09	Jurisdiction	A-87
Section 11.10	Waiver of Jury Trial	A-87
Section 11.11	Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege	A-87
Section 11.12	No Admission	A-88
Section 11.13	Counterparts; Effectiveness	A-88
Section 11.14	Obligations of Parent and the Company	A-88


Exhibit A		Management Incentive and Retention Plan Term Sheet
Exhibit B		Form of Securityholder Lock-Up Agreement
Exhibit C-1		Form of First Certificate of Merger


Exhibit C-2		Form of Second Certificate of Merger
Exhibit D-1		Form of Acquirer Tax Certificate
Exhibit D-2		Form of Company Tax Certificate
Exhibit E		Indemnification Agreement Term Sheet


Schedule I		Specified Employees
Schedule II		Specified Securityholders
Schedule III		Interim Period Indebtedness


AON PLC

By:		/s/ Gregory C. Case
		Name: Gregory C. Case
		Title: Chief Executive Officer

RANDOLPH ACQUISITION CORP.

By:		/s/ Gregory C. Case
		Name: Gregory C. Case
		Title: Chief Executive Officer

RANDOLPH MERGER SUB LLC

By:		/s/ Gregory C. Case
		Name: Gregory C. Case
		Title: Chief Executive Officer

NFP INTERMEDIATE HOLDINGS A CORP.

By:		/s/ Douglas Hammond
		Name: Douglas Hammond
		Title: President and Chief Executive Officer

NFP PARENT CO, LLC

By:		/s/ Douglas Hammond
		Name: Douglas Hammond
		Title: President and Chief Executive Officer


Exhibit Number		Exhibit Description
2.1***		Agreement and Plan of Merger, dated as of December 19, 2023, among Aon plc, Randolph Acquisition Corp., Randolph Merger Sub LLC, NFP Intermediate Holdings A Corp. and NFP Parent Co, LLC (attached as Annex A to the prospectus that forms a part of this registration statement).

3.1***		Memorandum and Articles of Association of Aon plc (included as Exhibit 3.1 to Aon’s Current Report on Form 8- K filed with the SEC on June 4, 2021 and incorporated herein by reference).

4.1***		Form of Aon Ordinary Share certificate.

5.1**		Opinion of Matheson LLP regarding the validity of the Aon Ordinary Shares being registered.


Exhibit Number		Exhibit Description

21.1***		List of Subsidiaries of Aon plc (included as Exhibit 21.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 16, 2024 and incorporated herein by reference).

23.1***		Consent of Ernst & Young LLP, independent registered public accounting firm of Aon plc.

23.2**		Consent of Matheson LLP (included in Exhibit 5.1 hereto).

24.1***		Power of Attorney (included on signature page contained in Part II of the Registration Statement on Form S-4 (File No. 333-277342) filed on February 26, 2024).

107***		Filing Fee Table.


Aon plc

By:		/s/ Christa Davies
Name:		Christa Davies
Title:		Executive Vice President and Chief Financial Officer


Signature		Title

* Gregory C. Case		Chief Executive Officer and Director (Principal Executive Officer)

/s/ Christa Davies Christa Davies		Executive Vice President and Chief Financial Officer (Principal Financial Officer)

* Michael Neller		Chief Accounting Officer and Global Controller (Principal Accounting Officer)

* Lester B. Knight		Director

* Jin-Yong Cai		Director

* Jeffrey C. Campbell		Director

* Cheryl A. Francis		Director

* Adriana Karaboutis		Director

* Fulvio Conti		Director

* Richard C. Notebaert		Director

* Sarah E. Smith		Director


Signature		Title

* Gloria Santona		Director

* Byron Spruell		Director

* Carolyn Y. Woo		Director

* Jose Antonio Álvarez		Director