WILLIS TOWERS WATSON PLC — Director's Dealing 2015

Jul 7, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: WILLIS GROUP HOLDINGS PLC (WSH)
CIK: 0001140536
Period of Report: 2015-06-29

Reporting Person: Towers Watson & Co. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Footnotes

F1: Towers Watson & Co. ("Towers Watson") is deemed to have beneficial ownership over the 18,423,835 shares of the Issuer held by ValueAct Capital Master Fund, L.P., VA Partners I, LLC, ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings, L.P., and ValueAct Holdings GP, LLC (together, "ValueAct", and such held units, "ValueAct Held Shares"), as a result of entering into a certain Voting Agreement, dated as of June 29, 2015, with ValueAct, pursuant to which, in part, ValueAct agreed to support the transactions contemplated by the Merger Agreement (as defined below) (the "Transactions"), including the Merger (as defined below), by voting all ValueAct Held Shares in favor of the Transactions. ValueAct also agreed not to enter into any voting agreement or voting trust or grant a proxy which is inconsistent with its obligations to vote in favor of the Transactions. (Continued in Footnote 2)

F2: On June 29, 2015, an Agreement and Plan of Merger (the "Merger Agreement") was entered into by and among Towers Watson, the Issuer and Citadel Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into Towers Watson (the "Merger"), with Towers Watson surviving the Merger as a subsidiary of the Issuer.

F3: Towers Watson does not have any pecuniary interest in any of the ValueAct Held Shares and beneficial ownership over the ValueAct Held Shares is expressly disclaimed.