AGREEMENT AND PLAN OF MERGER BY AND AMONG EXOR N.V., PILLAR LTD., PARTNERRE LTD. AND SOLELY WITH RESPECT TO SECTIONS 4.01 to 4.05, SECTION 6.13 AND SECTION 9.13, EXOR S.p.A. Dated as of August 2, 2015Agreement and Plan of Merger • August 4th, 2015 • Exor S.p.A. • Accident & health insurance • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 2, 2015, by and among Exor N.V., a Dutch public limited liability company (naamloze vennootschap) (“Parent”), Pillar Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), PartnerRe Ltd., a Bermuda exempted company (“PRE” ), and solely with respect to Sections 4.01 to 4.05, 6.13 and Section 9.13 , EXOR S.p.A., a società per azioni organized under the laws of the Republic of Italy (“Parent Guarantor”). PRE, Parent, Merger Sub, and solely with respect to Sections 4.01 to 4.05, 6.13 and Section 9.13, Parent Guarantor, are collectively referred to herein as the “parties.”
UBS Securities LLCLetter Agreement • January 4th, 2016 • Exor S.p.A. • Motor vehicles & passenger car bodies • New York
INVESTMENT AGREEMENTInvestment Agreement • March 4th, 2024 • Exor N.V. • Services-computer processing & data preparation • New York
THIS INVESTMENT AGREEMENT dated as of March 4, 2024 (this “Agreement”) is entered into by and among CLARIVATE PLC, a public limited company, organized under the laws of the Island of Jersey (the “Company”), and EXOR N.V., a public limited liability company, incorporated under the laws of the Netherlands (the “Shareholder”).
Joint Filing AgreementJoint Filing Agreement • May 15th, 2015 • Exor S.p.A. • Accident & health insurance
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
JOINT FILING AGREEMENTJoint Filing Agreement • March 14th, 2022 • Exor N.V. • Radiotelephone communications
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the American Depositary Shares, or ADSs, each representing one common share of VEON Ltd. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
JOINT FILING AGREEMENTJoint Filing Agreement • October 23rd, 2023 • Exor N.V. • Services-computer processing & data preparation
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares, no par value of Clarivate Plc and further agree to the filing of this agreement as an Exhibit to such Schedule 13D. Each of the undersigned further agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning themselves or itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • March 6th, 2020 • Exor N.V. • Oil & gas field machinery & equipment
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of Weatherford International PLC and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
Piero FerrariExor S.p.A. • January 4th, 2016 • Motor vehicles & passenger car bodies
JOINT FILING AGREEMENTJoint Filing Agreement • August 23rd, 2023 • Exor N.V. • X-ray apparatus & tubes & related irradiation apparatus
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares, with par value €0.20 per share of Koninklijke Philips NV and further agree to the filing of this agreement as an Exhibit to such Schedule 13D. Each of the undersigned further agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning themselves or itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Board of DirectorsExor S.p.A. • August 4th, 2015 • Accident & health insurance
Reference is hereby made to the Agreement and Plan of Merger by and among EXOR N.V., a Dutch public limited liability company (naamloze vennootschap) (“Parent”), Pillar Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), PartnerRe Ltd., a Bermuda exempted company (“PartnerRe” ), and solely with respect to Sections 4.01 to 4.05, 6.13 and Section 9.13, EXOR S.p.A., a società per azioni organized under the laws of the Republic of Italy (“EXOR”), which was delivered to PartnerRe on August 2, 2015 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
RELATIONSHIP AGREEMENT Between Koninklijke Philips N.V. And EXOR N.V. Dated 13 August 2023Relationship Agreement • August 23rd, 2023 • Exor N.V. • X-ray apparatus & tubes & related irradiation apparatus
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2023 • Exor N.V. • Oil & gas field machinery & equipment
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of Weatherford International PLC and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
Board of DirectorsExor S.p.A. • July 9th, 2015 • Accident & health insurance
Reference is hereby made to the Agreement and Plan of Merger by and among EXOR N.V., a Dutch public limited liability company (naamloze vennootschap) (“Parent”), Pillar Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), PartnerRe Ltd., a Bermuda exempted company (“PartnerRe”), and solely with respect to Section 9.13, EXOR S.p.A., a società per azioni organized under the laws of the Republic of Italy (“EXOR”), which was delivered to PartnerRe on July 7, 2015 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 22nd, 2022 • Exor N.V. • Gold and silver ores
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, with no par value per share (including ordinary shares underlying American Depositary Shares, or ADSs, each representing one ordinary share) of Harmony Gold Mining Company Limited and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
CONSULTATION UNDERSTANDING dated as of 14 April 2021 between and amongConsultation Understanding • April 15th, 2021 • Exor N.V. • Motor vehicles & passenger car bodies
EXOR N.V., a Dutch public limited liability company (naamloze vennootschap) with corporate seat (statutaire zetel) in Amsterdam, the Netherlands (“EXOR”)
JOINT FILING AGREEMENTJoint Filing Agreement • September 3rd, 2019 • Exor N.V. • Metal mining
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of New Gold Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
ADHERENCE AND AMENDMENT AGREEMENT entered into on 16 December 2022 by and betweenAdherence and Amendment Agreement • December 19th, 2022 • Exor N.V. • Motor vehicles & passenger car bodies
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2019 • Exor N.V. • Gold and silver ores
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares of Sibanye Gold Limited and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
JOINT FILING AGREEMENTJoint Filing Agreement • December 13th, 2023 • Exor N.V. • Gold and silver ores
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the American Depositary Shares, or ADSs, each representing four ordinary shares of Sibanye Stillwater Limited and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
Custody Agreement Professional ClientsExor N.V. • August 23rd, 2023 • X-ray apparatus & tubes & related irradiation apparatus
JOINT FILING AGREEMENTJoint Filing Agreement • December 19th, 2022 • Exor N.V. • Motor vehicles & passenger car bodies
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Exor N.V., Piero Ferrari, Trust Piero Ferrari, Enzo Mattioli Ferrari and Franco Ravanetti agree to the joint filing of a statement on Schedule 13D in respect of the common shares, par value €0.01 per share, of Ferrari N.V. including any amendments thereto, further agree that this joint filing agreement be included as an exhibit to such Schedule 13D. Each of the undersigned further agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning himself or itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 4th, 2016 • Exor S.p.A. • Motor vehicles & passenger car bodies
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, Mr. Piero Ferrari and Exor S.p.A., a società per azioni organized under the laws of the Republic of Italy, agree to the joint filing of a statement on Schedule 13D in respect of the common shares, par value €0.01 per share, of Ferrari N.V. including any amendments thereto, further agree that this joint filing agreement be included as an exhibit to such Schedule 13D. Each of the undersigned further agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning himself or itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • March 25th, 2024 • Exor N.V. • Gold and silver ores
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common shares of NOVAGOLD RESOURCES INC. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 15th, 2015 • Exor S.p.A. • Accident & health insurance • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of ________ , 2015, by and among Exor N.V., a Dutch public limited liability company (naamloze vennootschap) (“Parent”), Pillar Ltd., a Bermuda exempted company and a wholly owned subsidiary of Parent (“Merger Sub”), PartnerRe Ltd., a Bermuda exempted company (“PRE” ), and solely with respect to Section 9.13, EXOR S.p.A., a società per azioni organized under the laws of the Republic of Italy (“Parent Guarantor”). PRE, Parent, Merger Sub and solely with respect to Section 9.13, Parent Guarantor, are collectively referred to herein as the “parties.”
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2023 • Exor N.V. • Radiotelephone communications
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the American Depositary Shares, or ADSs, each representing one common share of VEON Ltd. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
