Update on M&A Environment

1. Update on M&A Environment Spring 2019

2. Speaker Biography: Titus Leung • Mr. Leung is a Partner of Perella Weinberg Partners and Head of PWP’s Financial Institutions Coverage team, which he has led since the firm’s inception • Prior to joining PWP, Mr. Leung was a Managing Director at Morgan Stanley, where he specialized in advising a variety of financial institution clients • Previously, Mr. Leung held positions at Lehman Brothers and the law firm, Cadwalader, Wickersham & Taft • At PWP, Mr. Leung has led the firm’s effort on covering U.S. and multi-national clients in the Insurance, Asset Management, Banking, and Specialty Finance subsectors and has led the execution of the firm’s engagements in these sectors • Mr. Leung received a Bachelor of Science from the University of Minnesota and a J.D. from Georgetown University Law Center Selected Transaction Experience • Oaktree Capital Management’s sale of a 62% stake to Brookfield Asset Management • Western & Southern’s acquisition of Gerber Life • AIG’s acquisition of Validus Holdings • AXA Equitable’s share repurchase from AXA S.A. • Prudential Financial’s acquisitions of: • a control stake in Habitat • Hartford Life • Star Edison • a minority stake in PT Asuransi JiwaMega • Willis Group’s merger with Towers Watson • Willis Group’s acquisition of Miller Insurance • Athene Holding’s initial public offering and capital raises • Further Global’s acquisition of Global Benefits Group • Ed Broking’s sale to BGC Partners • Ed Broking’s sale of Creechurch Underwriters to Beazley • CGSC’s sale of Swett & Crawford to BB&T • DBRS’s sale to The Carlyle Group and Warburg Pincus • New York Life’s acquisition of Dexia Asset Management • Prudential plc’s acquisition of REALIC from Swiss Re

3. General M&A Update 3

4. M&A Environment: 2018 In Review – Overall Trends

5. Global M&A Volume Was Up 14% In 2018 ($ in billions) Global Deal Value MSCIIndex 10 yr.T-Yield 2,600 12.0% 2,400 11.0% 2,200 10.0% 9.0% 2,000 1,800 8.0% 1,600 7.0% 1,400 6.0% 1,200 5.0% 1,000 4.0% 800 3.0% 400 2.0% 200 1.0% 0 0.0% YTD Global Deal Volume MSCI World Index 10 Year U.S. Treasury Yield Source: Dealogic, FactSet Notes: As of 02/26/19 based on announcement date; Includes transactions greater than $100M; Excludes recapitalizations, restructurings, repurchases, Dutch auctions, employee participations

6. M&A Environment: 2018 In Review – Activity By Region ($ in billions) M&A volume by target nationality Source: Dealogic Notes: As of 02/26/19 based on announcement date; Includes transactions greater than $100M; Excludesrecapitalizations, restructurings, repurchases, Dutch auctions, employee participations

7. M&A Environment: 2018 In Review – Activity By Sector Breakdown of Deal Volume Source: Dealogic, Public sources Notes: As of 12/31/18 based on announcement date; Includes transactions greater than $100M; Excludesrecapitalizations, restructurings, repurchases, Dutch auctions, employee participations (1) Based on amended agreement signed on 06/20/18

8. M&A Environment: Selected Observations On 2019 Many key building blocks for a strong M&A market remain in place… Historical Consumer & CEO Confidence Source: Wall Street Journal, Chief Executive Magazine, Conference Board Index

9. M&A Environment: Selected Observations On 2019 (cont’d) …but several factors on the horizon could affect M&A activity negatively U.S. Treasury Rates Source: Wall Street Journal, FactSet Note: (1) Based on Evercore, Greenhill, Houlihan Lokey, Lazard and Moelis

10. Insurance Sector M&A Update 10

11. Historical Insurance M&A Transaction Volume 2018 was the second-highest year in M&A activity over the last ten years and the expected 2019 M&A pipeline remains deep Insurance transactions by value: north American targets (>$100M) ($ in billions, unless noted) Average Deal Size Number of Deals Meiji Yasuda / StanCorp ($5B) Sumitomo / Symetra ($4B) AXA / XL Group ($15B) AIG / Validus ($6B) Apollo / Aspen ($3B) Lincoln / LLAC ($3B) Hartford / Navigators ($2B) Stone Point / AmTrust ($2B) Western & Southern / Gerber Life ($2B) Arch / UGC ($3B) Sompo / Endurance ($6B) Fairfax / Allied World ($4B) Liberty / Ironshore ($3B) ACE / Chubb ($28B) Willis / Towers Watson ($18B) Tokio Marine / HCC ($8B) Exor / PartnerRe ($7B) Dai-ichi / Protective ($6B) Manulife / Standard Life ($4B) GTCR & Apax / AssuredPartners ($5B) Source: Company filings, SNL Financial as of 03/01/19

12. Perspectives on Current Insurance M&A Dynamics Scope M&A Used to Re-Position Companies Longer-Term • Buyers pursuing scope transactions designed to enhance existing or add new capabilities and provide access to new markets • Less immediate synergies vs. scale / consolidation transactions • Willing to pay significant premiums for faster-growing segments or for capabilities that can enhance future growth • Potentially “disruptive” deals ideally help position companies better for sustainable long-term growth in a digital age • Often involve digital product or service innovation • Serves as an internal catalyst for change (e.g., tech adoption) • Smaller corporate venture bets taken initially in some instances (1) Life Insurance M&A Update • Strategic players utilizing M&A to optimize business portfolios – either to add scale and enhance existing capabilities and / or exit non-core areas • Continued strong investor demand for life insurance platforms and blocks, including interest from private / non-traditional sources • Transactions involving books previously deemed challenging (e.g., VA, LTC) have been completed, establishing a market for these blocks • Life insurance M&A activity in 2019 expected to be driven by: • Traditional blocks (across a range of product lines and risk profiles); and • Direct-to-consumer / technology-enabled platforms P&C Insurance M&A Update P&C Consolidation Expected to Continue • There continues to be a fundamental need for consolidation, particularly in the commercial lines and reinsurance sectors • Substantial industry excess capital • Several sub-scale (re)insurers with low return profiles may be bolted-on to larger players • However, limited supply of attractive assets remain Large Insurers Pursuing Deals in SMB Commercial and D2C Distribution • Expansion into SMB commercial a natural, adjacent move for both personal and large commercial lines players • Strong desire to build more valuable customer relationships and drive efficiencies across the insurance value chain • Fragmented market with attractive characteristics (high retention, profitability, underpenetrated) • Capabilities in digital placement and utilization of new data sources / analytics (e.g., general data available on the internet) critical towards delivering better customer engagement / experiences Source: Company filings, Bain research Notes:Bain data based on Top 250 strategic deals of the year identified by excluding non-strategic deals such as asset or property deals acquisitions, financial investment deals, government acquisitions, internal reorganizations or minority stake acquisitions; deals classified by primary rationale using a proprietary classification framework, as per stated strategic rationale at the time of announcement (1) Based on top 200 strategic deals in September 2018 YTD

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