Aon PLC

This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and the compensation decisions for its named executive officers as described in the proxy statement (the “say-on-pay” vote). Management seeks shareholder approval to confirm alignment between pay and performance and to demonstrate investor support for compensation program design and outcomes, noting 2025 performance across key metrics (organic revenue growth, adjusted operating margin, adjusted diluted EPS and free cash flow) and specific program features such as the LPP, annual incentive framework, and clawback provisions. The Board highlights that prior shareholder support (~89% in 2025) and ongoing shareholder engagement informed program design, including disclosure of goal-setting, use of PSUs/RSUs for retention and alignment, and a one-time Special PSU for the CEO linked to multi-year performance and capped by negative absolute TSR. The Board recommends FOR because it believes the program ties pay to multi-year performance metrics, incentivizes retention and long-term value creation, and incorporates governance safeguards (share ownership guidelines, clawbacks, prohibition on hedging/pledging). Considerations for shareholders include the size and structure of the Special PSU to the CEO, the balance between cash and equity, the use of adjusted metrics and discretion in adjustments, and the protections in place (clawback, cap on payouts, peer benchmarking). The advisory nature of the vote means outcomes are not binding, but the Compensation Committee will consider results when setting future compensation. For sophisticated evaluation, the key trade-offs are retention-focused supplemental awards versus dilution/quantum concerns, transparency around performance target rigor, and whether the chosen metrics sufficiently capture long-term shareholder value creation. Overall, the Board presents the compensation framework as strongly performance‑oriented and aligned with the Company’s strategic objectives, and recommends a FOR vote to endorse its approach.

This resolution requests shareholder approval to re-appoint Ernst & Young Chartered Accountants (Ernst & Young Ireland) as Aon’s statutory auditor under Irish law for the period from the conclusion of the 2026 Annual General Meeting until the next annual meeting. Management is seeking formal ratification as required under Irish Companies Act procedure; the Audit Committee has reviewed Ernst & Young Ireland’s qualifications, independence, audit scope and fees and concluded the firm is independent and qualified to serve. The proposal is largely administrative in nature but is materially important for statutory compliance in Ireland and for maintaining continuity and institutional knowledge in the audit process following the Company’s financial reporting and significant transactions (including the NFP sale). The Board’s FOR recommendation is predicated on the Audit Committee’s oversight, the firm’s experience with the Company’s global operations and statutory audit responsibilities under Irish law, and the absence of identified independence issues. Shareholders should view this as a routine yet governance‑critical vote that affirms the engagement of the statutory auditor; considerations include the aggregate auditor fees disclosed and the Audit Committee’s pre-approval procedures for audit and non-audit services. From a sophisticated governance perspective, ratification supports continuity and the Audit Committee’s ability to oversee complex accounting and disclosure matters essential to investor confidence.

This proposal asks shareholders to authorize the Board or the Audit Committee to set the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law for the duration of the auditor’s appointment. The request is procedural but necessary under Irish Companies Act rules to permit the Audit Committee or Board to engage and pay the statutory auditor without requiring a separate shareholder vote each time fees are set or adjusted. Management supports the authorization because it enables the Audit Committee — which oversees audit quality, independence and scope — to appropriately negotiate and approve fees in the ordinary course and to ensure continuity of audit services, timely completion of statutory obligations, and responsiveness to evolving audit work demands. The Board’s FOR recommendation signals that the Audit Committee has the competence and governance structures to oversee auditor remuneration and to prevent conflicts of interest, including pre-approval policies for non-audit services and regular reviews of auditor independence. For investors evaluating this vote, the key governance considerations are whether the Audit Committee exercises rigorous oversight of audit fees and non-audit services and whether fee arrangements could compromise auditor independence; the proxy provides disclosures on fees and pre-approval policies to help assess these issues. Approving this authorization aligns the Company with customary Irish practice and promotes efficient corporate governance.

This management proposal seeks shareholder authorization under Irish law for the Board to allot and issue Class A Ordinary Shares or grant rights to acquire them up to an aggregate nominal value equal to approximately 20% of issued share capital as of April 10, 2026, for a period of 18 months. Management requests this routine renewal to maintain flexibility to execute corporate actions — including capital raises, share-settled acquisitions, employee equity plans, and other strategic transactions — without administrative delay. The Board emphasizes that this authority does not increase authorized share capital but permits use of shares already authorized by the Articles and that NYSE and SEC rules continue to constrain certain dilutive issuances, providing additional shareholder protections. The Board recommends FOR because having standing authority is standard market practice for Irish incorporated, NYSE-listed companies and supports timely strategic and financing operations; it also plans to renew this authority regularly at annual meetings. Investors should evaluate the proposal in light of potential dilution versus the strategic benefits — particularly the Company’s recent capital deployment (share repurchases, divestitures, and M&A) and the disclosed limits (approximately 20%). From a governance perspective, this measure balances managerial agility with periodic shareholder oversight since the authority is time-limited and subject to renewal and customary NYSE approval requirements for large issuances.

This management proposal asks shareholders to empower the Board, subject to approval of Proposal 6, to disapply statutory pre-emption rights under Irish law for specified share issuances for cash — permitting rights issues on a pro rata basis and non-pro rata cash issuances up to approximately 20% of issued share capital for 18 months. The authority facilitates timely capital raises and transactional execution (e.g., strategic acquisitions or placing shares with investors) without the procedural requirement to offer shares pro rata to all existing shareholders, which can be impractical in certain cross‑border or time-sensitive situations. Management frames this as standard Irish market practice for listed companies and emphasizes that the power is time-limited, conditional on Proposal 6, and subject to customary safeguards (exclusions for employees and non-cash consideration). The Board recommends FOR because it retains necessary flexibility for corporate finance and strategic transactions while remaining subject to shareholder renewal and NYSE/SEC protections for large issuances. From a governance standpoint, shareholders should weigh potential dilution and the scope (20%) against the Company’s financing strategy and history of capital allocation; approving the disapplication is not an unconditional grant of increased capital but a practical mechanism to execute specific transactions efficiently. For sophisticated investors, the key considerations include the size cap, the time limit, conditionality on Proposal 6, and that periodic renewals provide recurring shareholder oversight.