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Contents Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I get more information? 7 Your feedback is always welcome 7 Who runs the scheme 8 Chairman’s review 2015 I am pleased to present the Annual Report and Accounts for the Willis Pension Scheme for the year ended 31 December 2015 and to report the outcome of the 2013 actuarial valuation discussions. 2015 was dominated by volatile equity and bond markets and the continuing discussions with the Company (Willis Group Limited) aimed at achieving an acceptable outcome to the 2013 actuarial valuation. Throughout these lengthy discussions, the Company continued the agreed deficit funding as set out in the last Schedule of Contributions agreed following the 2010 triennial valuation, namely £36 million per annum together with those contingent payments relating to share buy-backs. 2013 actuarial valuation and scheme funding The Trustee and the Company continued regular discussions throughout 2015 in order to agree an appropriate funding and investment strategy for the Scheme following the results of the triennial actuarial valuation as at 31 December 2013. Discussions focused largely on the degree and speed at which the Scheme’s investment strategy should be de-risked, and the level of employers’ contributions necessary to fund the deficit and support the de-risking strategy. In parallel with these discussions, the Company underwent a number of cost- saving initiatives and acquisitions to improve the longer term profitability of the Company. These initiatives included a pension benefit change in the form of a pensionable salary freeze that was intended to have a positive impact on the funding position of the Scheme. Discussions on the valuation were put on hold temporarily while the Company focused on the development and implementation of this change. Discussions resumed mid-year and an acceptable agreement was finally reached in December, with a new Schedule of Contributions being signed on 31st December 2015. In essence, the outcome of the valuation agreement can be summarised as follows: A strengthened Willis Group Holdings (now Willis Towers Watson) guarantee. Deficit contributions of £36 million in 2016, plus £15 million for the next 4 years from 2017 to 2020 (this is in addition to the employer contributions required to meet future accrual). Additional funding of up to £10 million each year from 2017 to 2020 if the Scheme’s funding position is behind track against the 2024 target. Agreement to make available up to £25 million each year from 1 January 2021 to 31 December 2024 should the Scheme remain behind track towards the 2024 target. Full funding on a gilts basis targeted for 31 December 2024 Immediate de-risking to 50% return-seeking assets: 50% bond portfolio and moving, as opportunities arise, to 100% low risk assets in 2024. Value of Scheme Assets over the past 10 years 0 500 1000 1500 2000 2500 0 500 1000 1500 2000 2500 £M Dec-06 Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 £1,179 £1,275 £1,047 £1,180 £1,355 £1,537 £1,694 £1,869 £2,216 £2,256 Print | Close Next Summary Trustee Report & Accounts 2015 1 Summary Trustee Report & Accounts 2015

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Page 1: Summary Trustee Report & Accounts 2015 Chairman’s review 2015 · Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I

ContentsChairman’s review 2015 1

Protection for dependents 4

Pension Taxation 5

New & retiring trustees 6

Where can I get more information? 7

Your feedback is always welcome 7

Who runs the scheme 8

Chairman’s review 2015I am pleased to present the Annual Report and Accounts for the Willis Pension Scheme for the year ended 31 December 2015 and to report the outcome of the 2013 actuarial valuation discussions.

2015 was dominated by volatile equity and bond markets and the continuing discussions with the Company (Willis Group Limited) aimed at achieving an acceptable outcome to the 2013 actuarial valuation. Throughout these lengthy discussions, the Company continued the agreed deficit funding as set out in the last Schedule of Contributions agreed following the 2010 triennial valuation, namely £36 million per annum together with those contingent payments relating to share buy-backs.

2013 actuarial valuation and scheme funding

The Trustee and the Company continued regular discussions throughout 2015 in order to agree an appropriate funding and investment strategy for the Scheme following the results of the triennial actuarial valuation as at 31 December 2013. Discussions focused largely on the degree and speed at which the Scheme’s investment strategy should be de-risked, and the level of employers’ contributions necessary to fund the deficit and support the de-risking strategy. In parallel with these discussions, the Company underwent a number of cost-saving initiatives and acquisitions to improve the longer term profitability of the Company. These initiatives included a pension benefit change in the form of a pensionable salary freeze that was intended to have a positive impact on the funding position of the Scheme. Discussions on the valuation were put on hold temporarily while the Company focused on the development and implementation of this change.

Discussions resumed mid-year and an acceptable agreement was finally reached in December, with a new Schedule of Contributions being signed on 31st December 2015. In essence, the outcome of the valuation agreement can be summarised as follows:

�� A strengthened Willis Group Holdings (now Willis Towers Watson) guarantee.

�� Deficit contributions of £36 million in 2016, plus £15 million for the next 4 years from 2017 to 2020 (this is in addition to the employer contributions required to meet future accrual).

�� Additional funding of up to £10 million each year from 2017 to 2020 if the Scheme’s funding position is behind track against the 2024 target.

�� Agreement to make available up to £25 million each year from 1 January 2021 to 31 December 2024 should the Scheme remain behind track towards the 2024 target.

�� Full funding on a gilts basis targeted for 31 December 2024

�� Immediate de-risking to 50% return-seeking assets: 50% bond portfolio and moving, as opportunities arise, to 100% low risk assets in 2024.

Value of Scheme Assets over the past 10 years

0 500 1000 1500 2000 2500

0 500 1000 1500 2000 2500

£M

Dec-06

Dec-07

Dec-08

Dec-09

Dec-10

Dec-11

Dec-12

Dec-13

Dec-14

Dec-15

£1,179

£1,275

£1,047

£1,180

£1,355

£1,537

£1,694

£1,869

£2,216

£2,256

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Summary Trustee Report & Accounts 2015

Page 2: Summary Trustee Report & Accounts 2015 Chairman’s review 2015 · Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I

Contributions & benefits (£ millions)

2015 2014

Income

Company Contributions (normal) 11 13

Company Contributions (deficit funding) 42 49

Company Contributions via Salary Sacrifice 6 7

Member Contributions (includes AVC’s) 2 2

Other Income (includes death in service insurance claims) 0 1

Total Income 61 72

Expenditure

Benefits (including retirement benefits & pension sharing orders)* (53) (51)

Leavers (including transfers out) (11) (2)

Other payments (including insurance premiums for death cover) (1) (1)

Administrative expenses and levies (2) (2)

Total expenditure (67) (56)

Returns on investments

Investment income 18 14

Change in market value of investments 36 323

Investment managers’ expenses (8) (6)

Net return on investment 46 331

Net increase/(decrease) in the fund during year 40 347

Net assets of the scheme

At 1 January 2,216 1,869

At 31 December 2,256 2,216

*Total benefits including transfer outs

Investment performance review

Yet again, it has been a challenging year in the investment marketplace. Factors such as the uncertainties around the Greek economy and its membership of the EU, the downturn in the Chinese economy and the actions taken by both the European Central Bank and the Federal Reserve on interest rates in Q4 created volatile markets throughout the year. However, the year ended with both index-linked gilt yields and equity values having risen slightly.

Against this difficult backdrop, the Scheme achieved a positive return of 2.6%, but was 1.0% behind the benchmark return of 3.6%. In the medium term, the Scheme achieved positive annualised returns of 10.2% and 10.6% over three and five years respectively, the three-year return being behind benchmark by 0.5% and the five-year return exceeding benchmark by 1.0%. In the longer term, the Scheme return over ten years was 7.1% per annum, 0.1% behind the benchmark for this period of 7.2%. The principal reason for the disappointing performance in 2015 was significant underperformance from the Ruane Cunniff US equity portfolio.

Whilst Ruane Cunniff has performed extremely well since its appointment in 1999, the portfolio was hit badly in Q4 2015 and Q1 2016 by its very large holding in Valeant Pharmaceuticals, whose share price fell by over 40% in Q4 2015 and continued to fall significantly in Q1 2016. This resulted in the unexpected retirement of Bob Goldfarb, Chief Executive Officer of Ruane Cunniff, and, as a consequence, the Trustee Board lost confidence in Ruane Cunniff and terminated its mandate in March 2016 (see below). Fortunately, the Scheme had reduced the Ruane Cunniff mandate by £84 million in Q3 2015 prior to the Valeant share price collapse as the Trustees felt at that time that the holding had become too large within the overall equity portfolio.

The PIC continually monitors with the aid of its investment consultants the performance of all the investment managers against their agreed benchmarks and the Trustees regularly meet with the managers in order to monitor their performance and to assess their future prospects.

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Page 3: Summary Trustee Report & Accounts 2015 Chairman’s review 2015 · Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I

Investment return (£ millions) Manager benchmark allocation % Total investments (excluding AVCs) 100%

As a result of the performance monitoring and review process, the Rogge Emerging Market Currency portfolio was redeemed during the year and the proceeds invested in the Liquidity Fund with Insight and, as was stated earlier, the US equity portfolio managed by Ruane Cunniff was terminated in March 2016 with the proceeds being reinvested in the US equity portfolio managed by LGIM. The redemption of the Scheme’s holding with DGAM continued, with the proceeds also being invested with Insight. We also continue to focus on Scheme costs, particularly the balance between investment performance and manager fees paid.

The Trustees continue with their de-risking strategy, with the aim of reducing investment in high-risk assets and increasing the allocation to low-risk assets (that will offer a better match to the Scheme’s liabilities such as gilts, index-linked gilts and swaps). Consequently, the Scheme continued to invest in the secure income alternatives portfolio managed by CBRE. Following the conclusion of the valuation discussions with the Company, it was agreed that the Scheme should move from a 60:40 to a 50:50 return-seeking/bond allocation. This was achieved by reducing the BlackRock UK equity portfolio and the proceeds being reinvested in the gilt portfolio also managed by BlackRock.

Outlook

The remainder of the year is likely to remain challenging given the continuing uncertainties facing the global economy, the US presidential elections and the EU Referendum in the UK. The Trustees are currently in the process of setting a more detailed de-risking strategy and determining how the management of the Scheme’s non-government bond assets should fit into this strategy.

Finally, despite only having completed the 2013 actuarial valuation six months ago, the Trustee Board will be preparing itself for the forthcoming 2016 valuation. Discussions with the Company are expected to commence early next year.

Acknowledgements

Peter Knight retired from the Trustee Board and the PIC after 4 years’ service as the Trustee appointed by the Pensioners’ Association and was succeeded by Allan MacDonald on 23 March 2016 after being selected by the Trustee Selection Panel. My thanks go to Peter for his commitment and dedication to the Scheme and the Trustee Board over the past four years.

I would also like to welcome Keith Greenfield to the Board as an additional independent director, appointed by the Company. Keith has a wealth of pensions and investment experience, and I look forward to working with him.

As always, I would also like to thank all the Trustee Board Directors and the members of the Willis Pension team for their hard work and commitment to the Scheme throughout the year and I look forward to working with them in the future.

G K Allen Chairman of the Trustee Board June 2016

0

2

4

6

8

10

12

1 year % 3 year % 5 year % 10 year %

2.63.6

10.2 10.6 10.69.6

7.1 7.2

Total fund Benchmark

Barclays Global Investors – Blackrock (Fixed Interest & Interest Rate Swaps)

BlackRock (UK Equities – Active)

Blackrock Screened Fund

Legal & General Investment Management Ltd (PIV – Passive)

Ruane Cunniff & Goldfarb Inc. (Overseas Equities – Active)

TW Partners Fund LP (Diversity Fund)

Rogge Global Partners PLC (PIV – Active)

DSM Capital Partners LLC (Overseas Equities – Active)

CBRE Property

Towers Watson (Hedge Funds)

35 3.5 7.5 12 10 6.5 7 5 8.55

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Page 4: Summary Trustee Report & Accounts 2015 Chairman’s review 2015 · Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I

Protection for dependentsThe automatic benefits payable in the event of the death of a member are set out below:

Lump sum death benefit payable Spouses pension payable

Active Member Automatic Lump Sum of 4xBasic Salary

Plus

Any additional multiples of life assurance purchased via Salary Plus

Spouses pension equal to 50% of the NRD pension payable to a legal spouse.

Deferred Member (left pensionable service before 1 January 2002)

Refund of any employee contributions paid only (assuming you were a contributory member)

Spouses Pension payable equal to 50% of the element of your deferred pension which represents your rights from contracted-out employment only.

Deferred Member (left pensionable service after 1 January 2002)

Refund of any employee contributions paid only (assuming you were a contributory member)

Spouses Pension payable equal to 50% of the deferred pension increased from date of leaving to date of death.

Retired Member The annual pension is subject to a 5 year guarantee whereby a lump sum death benefit equal to the remaining balance of 5 years pension is payable if you die within 5 years of retirement

Spouse Pension payable equal to 50% of the pension in payment (before commutation).

Civil partners automatically receive the same benefits as spouses but based on service accrued after December 2005 only. The Trustees have the discretion to include service prior to December 2005 in addition.

If there is no spouse’s pension payable, a children’s allowance would automatically be payable up to the age of 18 (or 23 if in full time education) to any qualifying dependent children.

If there is no spouse’s or children’s pension payable then a pension may be payable at the Trustees discretion to anyone who was financially dependent on the member.

All members should ensure they are aware of the protection for their dependants in the event of their death in order to ensure you have adequate protection in place.In particular deferred members who left pensionable service prior to 1 January 2002 have limited protection for their dependents and may wish to consider alternative protection.The benefits payable on death in deferment would have been set out on the pension statement issued to you on leaving.

Expression of wishes form

All members are reminded that they are able to indicate to the Trustees who they would like to receive any lump sum death benefit or possible dependents pensions which may be payable under the Scheme in the event of their death by completing an Expression of Wishes Form.

The Pensions Team can provide a copy of the Expression of Wishes form and the Trustees encourage members to complete a form regularly to ensure we are aware of your most up to date wishes. Current employees can print an Expression of Wishes form from the Willis Pension Scheme intranet site.

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Page 5: Summary Trustee Report & Accounts 2015 Chairman’s review 2015 · Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I

Pension taxationGenerally pensions are a tax efficient way of saving for retirement. However there are two pension tax thresholds which may mean you could pay additional taxes. These thresholds could impact anyone who is contributing to or about to retire from a pension scheme but are most likely to hit those who have large amounts of pension savings, are high earners or who have already made use of the 2015 “pension freedom” legislation to access pension funds.

These are individual taxes and therefore it is your responsibility to assess yourself against the tax thresholds. It is not possible for Willis Towers Watson to definitely predict who will be and who will not be affected or provide individual tax advice. If you believe you may be affected you should take your own independent advice to establish whether (and to what extent) you are affected.

Lifetime Allowance

The “Lifetime Allowance” is a threshold that applies to the value of all your pensions (except the state schemes) over a lifetime. It is tested each time you put a pension into payment. With effect from the 6 April 2016 the Lifetime Allowance reduced to £1 million. If you think your pension saving may exceed this amount it may be possible to apply for Protection via HMRC to protect the value of your pension at previous higher thresholds in order to reduce the tax liability. Currently there are three kinds of Protection available: Individual Protection 2014 or 2016 and Fixed Protection 2016. If you wish to apply for “Individual Protection 2014” then you have until April 2017 to do so before it is withdrawn. If you think you are affected you should seek immediate independent financial advice to avoid missing the deadlines. Please note that you may have to cease your membership of the Willis Pension Scheme in order for the protections to be effective.

Annual Allowance

The annual allowance is an annual test of the amount of pension saving accrued in any year. The rules and thresholds for the annual allowance changed with effect from 6 April 2016. For the tax year 2016/17 onwards the Annual Allowance remains at £40,000 for most people but it is now tapered for high earners according to your total earnings meaning it could reduce to as little as £10,000.

The rules are complex but broadly speaking if your cash earnings exceed £110,000 in the tax year, and your total earnings (including benefits in kind and the value of company paid pension accrual) exceed £150,000 then the Allowance will be reduced. Your cash earnings include income from all sources e.g. employers other than Willis and/or investment income. The reduction will be 50p for every £1 by which your total earnings exceed £150,000 however the Annual Allowance will not fall below £10,000

In addition the annual allowance is automatically reduced to £10,000 if you have either taken lump sum withdrawals from any defined contribution pension arrangement (i.e. personal pension or stakeholder pension), or if you have taken income from a flexi-access draw down fund. This additional restriction was introduced on 6 April 2015 to limit future pension saving where members have taken advantage of the new “pension freedoms”.

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Page 6: Summary Trustee Report & Accounts 2015 Chairman’s review 2015 · Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I

New and retiring trusteesPeter Knight has resigned as the Member Nominated Trustee Director representing the Pensioners Association after 4 years.

Allan MacDonald is the new member nominated Trustee Director appointed to represent the Pensioner Association following Peter Knight’s retirement. Allan first joined Willis as Group Financial Controller in 1989. He left in 1993 and re-joined in 2000 before retiring in 2009. During this time he held several posts including Chief Operating Officer of UK & Ireland and of Willis International.

Keith Greenfield had been appointed by the Company as an Independent Trustee Director bringing the total number of Independent Trustee Directors on the Trustee Board to three including Graham Allen and Kevin Abbott. Keith is a Chartered Accountant with over 30 years’ experience within the Financial Services industry.

In addition to the role of Independent Trustee Director for the Willis Pension Scheme, Keith is also a Trustee of for several other DB pension schemes including Chairman of Trustees of the Royal Insurance Group Pension Scheme, Independent Chairman of Trustees of the Pilkington Superannuation Scheme and Independent Trustee of the Phoenix Group Pension Scheme (ex Britannic Pension Scheme).

He has previously worked in a number of executive roles for Resolution PLC, Royal & Sun Alliance, Cheshire Building Society and Coopers & Lybrand. In addition he has held non executive positions with the Communication Workers Friendly Society and the Guardian Assurance With Profits Committee.

My thanks go to Peter for his commitment and dedication to the Scheme and the Trustee Board over the past four years.

G K Allen Chairman of the Trustee Board

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Page 7: Summary Trustee Report & Accounts 2015 Chairman’s review 2015 · Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I

Where can I get more information?If you have any questions please contact the Pensions Team either via the helpline 01473 223836, or by email at [email protected] or by writing to The Pensions Team, Human Resources, Willis Group Services Ltd., Friars Street, Ipswich, Suffolk, IP1 1TA.

Alternatively current Associates can visit the Willis Pension Scheme intranet site for further information about the Scheme via Good Morning Willis > HR Homepage > Services > Pension and Retirement Plans > UK Final Salary Scheme.

The following additional Scheme documents are available on request and for current Associates are also available via the Willis Pension Scheme intranet site:

�� The Statement of Investment Principles – This explains how the Trustee invests the money paid into the Scheme.

�� The Schedule of Contributions – This shows how much money is being paid into the Scheme.

�� The Trustee Report and Accounts – The full annual report and accounts for the Willis Pension Scheme.

�� The Actuarial Valuation Report – This contains the details of the Scheme Actuary’s assessment of the financial position of the Pension Scheme at the last full actuarial valuation.

�� The Summary Funding Statement – This provides information on the Pension Scheme’s funding position.

�� The Pension Scheme Booklet – A summary of the Trust Deed and Rules of the Willis Pension Scheme.

�� An Annual Benefit Statement – These are issued annually to active members of the Scheme but you can request a copy of your last statement at any time. Deferred members can request the current value of their deferred pension at any time but not more than once in a 12 month period.

�� The Trust Deed and Rules – This is the definitive Trust Deed and Rules of the Willis Pension Scheme.

Your feedback is always welcomeWe hope that you find this Summary Trustee Report & Accounts helpful and that this along with the Summary Funding Statement gives you an understanding of the Scheme, the security of your benefits and pensions in general.

We are always keen to hear your views on how we can better help you to understand your benefits and the Scheme.If you have any suggestions for improvements to this summary please email them to the Pensions Team at [email protected]

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Page 8: Summary Trustee Report & Accounts 2015 Chairman’s review 2015 · Chairman’s review 2015 1 Protection for dependents 4 Pension Taxation 5 New & retiring trustees 6 Where can I

Who runs the schemeTrusteeWillis Pension Trustees Limited 51 Lime Street, London EC3M 7DQ

Board of DirectorsExternally appointed by Willis Group Limited:GK Allen (Chairman & Independent) * ^K Abbott (Independent) ~ ^ Keith Greenfield (Independent) (appointed 23 March 2016) Internally appointed by Willis Group Limited:I Warner * ^P Thomson-Hall ~ S Turvill * Nominated by the Pensions Advisory Committee:T Walton ~R Close-Smith *~ Nominated by the Pensioners’ Association:P Knight (resigned 1 December 2015)*A MacDonald (appointed 23 March 2016)*

SecretarySecretariat, Willis Towers Watson, Willis Ltd, 51 Lime Street, London. EC3M 7DQ

Principal Employer Willis Group Limited, 51 Lime Street, London EC3M 7DQ

Administrator Willis Group Services Limited Group Pensions – Human Resources Friars Street, Ipswich IP1 1TA E-mail: [email protected]

Actuary J Dell FIA Lane Clark & Peacock LLP 95 Wigmore Street, London W1U 1DQ

Auditor RSM UK Audit LLP (formerly Baker Tilly UK Audit LLP) St Philips Point, Temple Row, Birmingham, B2 5AF

Banker Lloyds TSB Bank Plc 72 Lombard Street, London EC3P 3BT

Legal Advisor Travers Smith LLP 10 Snow Hill, London EC1A 2AL

Investment Advisor Towers Watson Limited Watson House London Road, Reigate, Surrey RH2 9PQ

Covenant Advisor PricewaterhouseCoopers LLP Hay’s Galleria, 1 Hays Lane, London SE1 2RD

Global Custodian & Performance ManagerJP Morgan Chase Bank (‘JP Morgan’)25 Bank Street, Canary Wharf, London E14 5JP

* Members of the Pension Investment Committee (the “PIC”) ~ Members of the Benefits Committee (the “Benco”) ^ Members of the Valuation Committee

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Willis Limited, Registered number: 181116 England and Wales.Registered address: 51 Lime Street, London, EC3M 7DQ. A Lloyd’s Broker. Authorised and regulated by the Financial Conduct Authority for its general insurance mediation activities only. 16127/09/16

willistowerswatson.com

About Willis Towers WatsonWillis Towers Watson (NASDAQ: WLTW) is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. With roots dating to 1828, Willis Towers Watson has 39,000 employees in more than 120 countries. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Our unique perspective allows us to see the critical intersections between talent, assets and ideas — the dynamic formula that drives business performance. Together, we unlock potential. Learn more at willistowerswatson.com.