Exhibit 2.1

Execution Version

AMENDMENT NO. 1 TO

BUSINESS COMBINATION AGREEMENT

This AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is dated as of October     , 2020, by and between Aon plc, an Irish public limited company (“Aon”), and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Business Combination Agreement (as defined below).

WHEREAS, Aon plc, a company incorporated under the laws of England and Wales, with registered company number 07876075 (“Aon UK”), and WTW are parties to that certain Business Combination Agreement, dated as of March 9, 2020 (as may be amended, modified or supplemented from time to time, the “Business Combination Agreement”);

WHEREAS, the Business Combination Agreement was assigned by Aon UK to Aon pursuant to that certain Assignment Agreement, dated as of April 2, 2020;

WHEREAS, Section 10.1(a) of the Business Combination Agreement provides that any term of the Business Combination Agreement may be amended, modified or supplemented by a written agreement signed by Aon and WTW; and

WHEREAS, Aon and WTW desire to amend the Business Combination Agreement as described herein.

NOW, THEREFORE, the parties hereto agree as follows:

 

1.	AMENDMENT TO BUSINESS COMBINATION AGREEMENT

 

1.1

Clause (b) of Section 8.12 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

“(b) the Aon Board of Directors shall be comprised of twelve members (including the Aon CEO and a new director to be mutually agreed by Aon and WTW), provided that if the specific mutually agreed director becomes unable to serve or resigns prior to the Effective Time or otherwise is not part of the Aon Board at the Effective Time, the Aon Board of Directors shall be comprised of eleven members, including the Aon CEO”.

 

2.

GENERAL

2.1    The Business Combination Agreement, as amended by this Amendment, together with any other writings referred to in the Business Combination Agreement or delivered pursuant thereto which form a part thereof, contain the entire agreement among the parties with respect to the subject matter thereof and amend, restate and supersede all prior and contemporaneous arrangements or understandings with respect thereto.

2.2    Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Business Combination Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Business Combination Agreement, as amended hereby. Except as specifically amended above, the Business Combination Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed.

2.3    The following provisions of the Business Combination Agreement shall apply to this Amendment mutatis mutandis: Section 10.4 (Notices), Section 10.8 (Counterparts), Section 10.11 (Governing Law; Jurisdiction), Section 10.13 (Assignment) and Section 10.14 (Enforcement; Remedies).

[Remainder of Page Intentionally Left Blank]

 

2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

 

[Signature Page to Amendment No. 1 to Business Combination Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

 

[Signature Page to Amendment No. 1 to Business Combination Agreement]

Exhibit 99.1

News From Aon

Aon Appoints Byron Spruell to Board of Directors

DUBLIN, October 30, 2020 – Aon plc (NYSE: AON), a leading global professional services firm providing a broad range of risk, retirement and health solutions, today announced that Byron Spruell, President, League Operations at the National Basketball Association (NBA), has been appointed to its Board of Directors.

“We are pleased to welcome Byron Spruell to the Aon Board of Directors,” said Lester B. Knight, Chair of Aon’s board. “With his dynamic leadership skills, unwavering integrity and keen strategic insight, Byron will provide valuable perspective on how the firm continues to evolve to better serve clients during this era of unprecedented volatility.”

In his role with the NBA, Spruell helps shape the future of the league, overseeing critical league operations, introducing innovations through strategy and analytics, and promoting the global growth and evolution of the game in coordination with League stakeholders, USA Basketball and the International Basketball Federation.

“Aon has been a leader in serving clients around the world for many years, and I consider it a privilege to join the team helping to chart its future,” Spruell said. “The most successful organizations build on their strengths, and it’s clear to me that Aon is committed to innovation and developing new answers to today’s most pressing challenges.”

Before joining the NBA in 2016, Spruell spent 20 years at Deloitte LLP, most recently as Vice Chairman, Central Region Marketplace Leader and Chicago Managing Principal. He led the firm’s client and business growth and strategic positioning across 22 states consisting of 31 offices and more than 14,000 Deloitte professionals. He serves on several non-profit boards, including the University of Notre Dame Board of Trustees and the Jackie Robinson Foundation, among others. Spruell earned a bachelor’s degree in mechanical engineering and an MBA in finance from the University of Notre Dame.

For a list of the members of Aon’s Board of Directors, please click here.

About Aon

Aon plc (NYSE: AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance.

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