Edgar Filing: PARTNERRE LTD

425

Creating a Market Leader with Superior

and Sustainable Value

June 2015

AXIS and PartnerRe:

Filed by PartnerRe Ltd.

pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: AXIS Capital Holdings Limited

Commission File No.: 001-31721

Disclaimer

Participants in Solicitation

PartnerRe,

AXIS,

their

respective

directors

and

certain

their

respective

executive

officers

may

considered participants in the solicitation of proxies in connection with the proposed transaction.

Information about the directors and executive officers of PartnerRe is set forth in its Annual Report on Form

10-K

for

the

year

ended

December

31,

2014,

which

was

filed

with

the

SEC

February

26,

2015,

its

proxy

statement

for

its

2014

annual

meeting

stockholders,

which

was

filed

with

the

SEC

April

2014,

its

Quarterly

Report

Form

10-Q

for

the

quarter

ended

March

31,

2015,

which

was

filed

with

the

SEC

May

4, 2015 and its Current Reports on Form 8-K, which were filed with the SEC on March 27, 2014, May 16,

2014 and January 29, 2015. Information about the directors and executive officers of AXIS is set forth in its

Annual

Report

Form

10-K

for

the

year

ended

December

31,

2014,

which

was

filed

with

the

SEC

February 23, 2015, its proxy statement for its 2014 annual meeting of stockholders, which was filed with the

SEC on March 28, 2014, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, which

was

filed

with

the

SEC

May

2015

and

its

Current

Reports

Form

8-K,

which

were

filed

with

the

SEC

on March 11, 2015, January 29, 2015, August 7, 2014, June 26, 2014, March 27, 2014 and February 26,

2014.

These documents can be obtained free of charge from the sources indicated above. Additional information

regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by

security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant

materials to be filed with the SEC when they become available.

Investment Highlights

Strengthened positioning expands business opportunities

“Go-to”

market for profitable business opportunities

Diversified, less volatile, capital efficient business

Global

insurance/reinsurance

powerhouse

built

perform

through

secular

and

cyclical

change

Combination drives superior and stable value creation

Active portfolio management and high diversification support superior returns and lower volatility

Improved capital efficiency

Superior and sustainable approach to capital management

At least $200 million in identifiable and actionable expense savings

Combination results in double-digit EPS accretion and meaningful ROE expansion

Ability to accelerate franchise productivity to solidify leadership in key markets

Specialty expertise across the organization

Untapped growth in all segments

Significant management experience with third party capital

Attractive entry point for investors seeking superior value creation

Significant Opportunity from Secular Change

Current dynamics favor differentiated

companies

Positioning of the combined company

Top 5 global reinsurer with increased scale and

relevance

—

Leading franchise in attractive specialty markets

—

Expands business opportunities

—

Improved service capabilities, scale and breadth of

products

Positioned to seize growth opportunities in attractive

specialty insurance and life, accident and health

markets globally

Greater opportunity to leverage presence of

alternative capital

—

Lower cost of capital by matching risk to different

forms of capital

—

Enhanced product offering for clients

More efficient operation (e.g. operating expenses,

capital structure)

Increased balance sheet strength and capital

generation provides flexibility in deployment of capital

including reinvestment in the business

Reinsurance demand changing

—

Long-term capital management tool

—

More selectivity with respect to counterparties

—

Centralization of purchasing

—

Certain insurers seeking greater capacity

Growing demand for primary insurance and life,

accident & health in both developed and emerging

markets

Increased supply of alternative capital sources

creates opportunities to provide a broader range of

cost-effective solutions to clients

Positive selection –

market concentrating in a

consolidating environment

Differentiation through technology and data

analytics as well as expense control

Combined company will be an early mover and well positioned to capitalize on industry dynamics

Combined Franchise Defined by Financial

Strength and Prudence

Note: AXIS

and

PartnerRe

management,

S-4

filed

both

AXIS

and

PartnerRe

6/1/2015.

Pro

forma

figures

adjusted

for

payment

$11.50

pre-close

dividend

per

PRE

share.

As of 31-March-2015

Tangible Common Equity

$ 5.8

$ 5.3

$ 10.4

Total Capitalization

8.1

7.0

14.8

Total Debt / Capitalization

10.2%

14.1 %

13.1 %

Common Financial

Strength Ratings

(A.M. Best / S&P)

A+ / A +

Anticipate A+ / A+

Preferred Ratings

(S&P)

BBB

Anticipate BBB

Last 10 Years of Favorable

Reserve Development

10 of 10

Capitalization Above “AA”

S&P Level

Source: AXIS and PartnerRe management, S-4 to be filed by both AXIS and PartnerRe on 6/1/2015

(1) Figure excludes any synergies or repurchase activity from 3Q15 closing to YE2017. Includes impact of regular dividends.

(2)

Represents

net

effect

Operating

RoE

from

$200mm

synergies,

phased

50%

2016

and

100%

2017

per

S-4

filed

6/1/2015.

All

adjustments

subject

assumed

pro

forma

tax

rate

16.0%.

(3)

Represents

return

100%

operating

earnings,

plus

return

$750mm

post-closing.

(4) Represents net effect on Operating RoE from over $60mm of pre-tax income from third-party capital vehicles. $150mm in freed up capital used to repurchase shares on 12/31/2016.

(5) Represents incremental $50mm of insurance pre-tax underwriting income and $20mm of Life and A&H pre-tax underwriting income in 2017.

Significant Enhancement of Operating RoE

Combined

Standalone

(excl.

repurchases)

2017¹

Net

Synergies²

Capital

Management³

Party

Capital

Incremental

Growth

~11.0%

~10.0%

~11.7%

11% Baseline

—

Meaningful

additional upside in

3rd Party Capital

—

Added benefit from

Incremental Growth

as run-rate levels are

achieved beyond

2017

—

2%+ potential ROE

upside with 100bps

incremental increase

in interest rates

—

Potential additional

upside from pricing

improvements

8.6 %

1.4 %

1.0 %

0.7 %

~0.6 %

~12.3 %

Clear Path to Achieving Target Expense

Synergies by 2017

At Least $200 Million in Identifiable and Actionable Expense Savings

Value in

millions

USD

Management team has extensive experience in successful expense reduction initiatives

Business Unit

~$60

Support Functions

~$75

Corporate

~$35

Other Operational

Synergies ~$30

Target Synergies

~$200+

Enhanced Ability to Return Capital While

Growing the Business

Total Capital Return as a % of BoP Equity

(1)

“BoP”

refers to beginning of period. Capital return defined as cumulative dividends paid and share buybacks as percent of beginning of period common equity as referenced.

Peers

reflect

2-year

capital

return

from

12/31/12

–

12/31/14.

PRE

AXS

pro

forma

reflects

2-year

capital

return

from

9/30/15E

–

9/30/17E.

Key Drivers Enabling Capital Return

Less-volatile income stream and strong track record with rating

agencies supports aggressive capital management strategy

Strong net income generation benefitting from strength of

combined platform and synergies

Increasing contribution from less capital intensive businesses,

leading to further capital efficiencies

Strong growth prospects without a commensurate increase in

required capital, driven by increased scale and diversification

Third-party capital actively used to drive stable / high return on

equity fee income and to liberate capital

Capital Deployment

$750mm expected to be returned to combined company

shareholders immediately after closing

In addition, $2.2bn+ of buybacks and dividends expected

through year-end 2017–

equivalent to 100% of operating

earnings

Further deployable capital anticipated from third-party

capital vehicles

Expected to maintain peer leading dividend payout ratio

9/15E-9/17E

23%

21%

17%

15%

11%

WRB

ACGL

ACE

MKL

Capital Optimization / Third-Party Capital

Leverages franchise position, generates incremental fees and reduces capital requirements

Availability of third party alternative capital creates meaningful opportunities to leverage

franchise, offer broader range of cost effective solutions to clients and brokers, generate

attractive fee revenue and release capital

Long history and deep management experience with third party capital

Both organizations have increased leverage of third party capital relationships in recent history

Already place multiple lines and risks with third party capital

Different stages of execution across a broad range of third party capital opportunities to

optimize flexibility in allocating risks to best form of risk funding

Combination magnifies potential

Significant New Growth Opportunities

~$130mm of

incremental

annual pre-

tax earnings

Life and

A&H

Insurance

~10%

NPW Growth

“Baseline”

Growth

Rates

Incremental Growth Opportunities from Combination

New Sources of

Incremental Growth

Illustrative Impact

by 2017

Reinsurance

Flat

NPW Growth

Scale creates greater servicing and

consultative capabilities and therefore

greater access

Greater utilization of third-party capital

Over $60mm in additional

annual

fee

revenue

and

~$150mm capital relief from

third-party capital

management

~5%

NPW Growth

Greater access to exclusive top-

relationship underwriter opportunities by

brokers

Increased capacity for clients

Expansion into new geographies (e.g.,

Latin America, Middle East)

Greater retention of quality specialty

business

~$50mm of annual pre-tax

earnings

from higher growth

and greater retention

Significant opportunities in emerging

markets (e.g., Latin America, Middle East)

from greater scale and broader product

offering

Cross-selling opportunities

Opportunities driven by Affordable Care Act

in the U.S.

~$20mm of annual pre-tax

earnings

Strong Case for Multiple Expansion

The Combined Company’s High ROE / Low Volatility Profile Supports a Premium

Valuation Relative to Peers

Price-to-tangible Book Value

2017E ROE Versus Historical Volatility

(1)

Note:

Market

data

5/27/15,

unless

otherwise

noted.

Selected

(re)insurers

include

ACE,

ACGL,

AGII,

AHL,

AWH,

ENH,

MRH,

RE,

RNR,

VR,

and

XL.

Price-to-tangible book value multiples shown are the averages of the multiples for the companies that fall into each quadrant.

(1)

Earnings

volatility

based

annual

net

income

for

the

2002

–

2014

period.

(2)

Consists of 2017E ROE, based on I/B/E/S estimates for peers and on management estimates for the pro forma combined company.

(3)

Selected (re)insurers include ACE, ACGL, AGII, AHL, AWH, ENH, MRH, RE, RNR, VR, and XL. MRH’s multiple is it’s last unaffected multiple as of 12/10/2014. Also includes

XL’s multiple pro forma for its combination with Catlin, where the tangible book value is sourced from an 8-K filed on March 19, 2015.

(3)

Potential premium

over selected

(re)insurers

P/TBV: 1.07x

(3)

P/TBV:

1.30x

P/TBV: 1.06

P/TBV:

1.20x

High volatility

Low return

High volatility

High return

Low volatility

Low return

Low volatility

High return

1.16x

Selected (re)insurers

2017E

Return on Equity

(2)

AXS

PRE

Illustrative Pro Forma Valuation Upside (Post -Amalgamation)

(1)

Significant Trading Valuation Upside Potential

~$50 -

$52

1.16 x

1.20

1.25

1.30

~$58 -

$60

60 -

63 -

65 -

~$138 -

$143

142 -

148

148 -

153

153 -

159

Pro Forma

Q3 2015E TBVPS

Pro Forma

Q3 2015E P / TBV

Implied Price

Per AXS Share

Implied Value

Per PRE Share

(2)

~7.9x –

8.3x

8.3 –

8.6

8.7 –

9.0

9.1 –

9.4

Incl. Synergies; Ex.

Growth Initiatives

(3)

1.35

68 -

159 -

165

9.5 –

9.9

Implied P / 2017E Multiple

Incl. Synergies and

Growth Initiatives

(3)

~8.9x -

9.2x

9.2 -

9.6

9.7 -

10.1

10.1 -

10.5

10.6 -

11.0

Source: AXIS and PartnerRe management, S-4 to be filed by both AXIS and PartnerRe on 6/1/2015

(1)

Q3 2015E TBVPS estimate based on historical figures rolled forward for projected results incorporating expected PGAAP adjustments as per S-4 to be jointly filed on 6/1/2015.

(2)

Applies 2.18x exchange ratio, includes $11.50 / share dividend.

(3)

Includes impact of anticipated third-party capital and growth initiatives by 2017E.

Source:

Company filings

(1)

Earnings

volatility

calculated

the

standard

deviation

divided

the

average

annual

net

income

for

the

2002

–

2014

period.

(2)

Preferred shares dividends reflect 2014 actual preferred dividends paid for both PartnerRe and AXIS.

(3)

Excludes incremental earnings from third-party capital management and other identified new growth opportunities.

Strong Credit Profile for Preferred

Shareholders

PRE

AXS

Standalone

MergeCo

Long-Term Rating (S&P)

A-

(Stable Outlook)

A-

(Stable Outlook)

Anticipate

A-

Preferred Rating (S&P)

BBB

Anticipate

BBB

Financial Strength Rating

(AM Best / S&P)

A+ / A+

Anticipate

A+ / A+

Pro Forma Senior Debt

$0.8bn

$1.0bn

$1.9bn

Equity Capitalization (3/31/2015)

$7.3bn

$6.0bn

$12.9bn

Pro Forma (Debt & Preferred) /

Total Capitalization

Earnings Volatility

98%

57%

71%

2017E Earnings Before

Preferred Share Dividends

$536mm

$553mm

$1,266mm

20.7%

23.0%

23.1%

(3)

(1)

(2)

Investment Highlights

Global

insurance/reinsurance

powerhouse

built

perform

through

secular

and

cyclical

change

Combination drives superior and stable value creation

Combination results in double-digit EPS accretion and meaningful ROE expansion

Ability to accelerate franchise productivity to solidify leadership in key markets

Attractive entry point for investors seeking superior value creation

—

Strengthened positioning expands business opportunities

—

“Go-to”

market for profitable business opportunities

—

Diversified, less volatile, capital efficient business

—

Active portfolio management and high diversification support superior returns and lower volatility

—

Improved capital efficiency

—

Superior and sustainable approach to capital management

—

At least $200 million in identifiable and actionable expense savings

—

Specialty expertise across the organization

—

Untapped growth in all segments

—

Significant management experience with third party capital

Appendix A: Pro Forma Business Mix Profile

Enhanced Platform for Diversified Growth and

Profitability

FY 2014

GPW

$5.9B

PartnerRe

Pro Forma Combined

$4.7B

$10.6B

AXIS

BUSINESS OVERVIEW

Note: PRE standalone D&F represents aviation, casualty, energy offshore, energy onshore, engineering, marine and property. Onshore energy, engineering and property map to pro forma property

insurance;

aviation,

casualty,

offshore

energy

and

marine

map

pro

forma

specialty

insurance.

Note: For PartnerRe Specialty includes Agriculture, Aviation/Space, Credit/Surety, Energy, Engineering, Marine, Specialty Casualty and Specialty Property. For AXIS Specialty Re includes: Agriculture,

Credit/Surety,

Engineering,

Marine

and

Specialty

Casualty;

Specialty

Insurance

includes:

Marine,

Terrorism,

Aviation,

Credit

and

Political

Risk,

Liability

and

Professional

Lines.

Property

Other P&C

Specialty

17%

Property

Specialty

28%

Casualty

11%

Property

Other P&C

Specialty

34%

Reinsurance

73%

Life and

A&H

15%

Insurance

Specialty

37%

Property

14%

Reinsurance

46%

Specialty

17%

Insurance

48%

Life and

A&H

Reinsurance

60%

Insurance

25%

Life and

A&H

21%

Life and

A&H

21%

Life and

A&H

15%

Catastrophe

Other P&C

Casualty

Property

Catastrophe

A&H

Casualty

Catastrophe

D&F and

Wholesale

Top Global P&C Reinsurer by Reinsurance GPW

(1)

Top 5 global reinsurer with leading position among

broker-based reinsurers

Leading, global position in a number of attractive

specialty reinsurance lines

Highly regarded underwriting and service capabilities

Complementary portfolios with limited overlap

Ability to channel third-party capital to deliver expanded

client solutions

Profitable growth opportunities:

Transformative Combination Creating a

Global Reinsurance Leader

($ in billions)

(1)

Rankings are by 2013 GPW.

(2)

Berkshire Hathaway Reinsurance includes General Re. Corp.

(3)

GPW not disclosed. Indicated values are on a NPW basis.

Property

13%

Other P&C

13%

Catastrophe

12%

(2)

(3)

$2.1

$2.3

$2.4

$3.3

$3.4

$3.5

$3.7

$4.0

$4.6

$4.7

$6.4

$6.7

$18.0

$22.6

Generali

RenRe / Platinum

AXIS

Mitsui Sumitomo

Fairfax Financial

Sompo Japan

Gnrl. Ins. Co. of India

Mapfre

Allianz

Alleghany

Korean Re

XL / Catlin

Everest Re

PartnerRe

China Re

SCOR

PartnerRe + AXIS

Berkshire Re

Hannover Re

Swiss Re

Munich Re

$8.8

Improved service capabilities, scale and breadth of

products

Access to preferred treaties and signings

Combined analytics enhance value for cedants, including in

emerging markets

Ability to leverage Lloyd’s platform

$10.4

Leading, Global Position in a Number of

Attractive Specialty Reinsurance Lines

Agriculture

Line of Business

Why Attractive?

Combined Position

Aviation / Space

Top 5

Credit / Surety

Engineering

Top 5

Specialty Casualty

Top 5

Overall

Top 3

•

Provides opportunity for profitable

growth through various cycles

•

Businesses that require technical

expertise

•

Resilient to current industry dynamics

Specialty reinsurance solutions account for the majority of the combined company’s reinsurance portfolio.

Enhanced scale and enlarged capital base allows combined company

to capture incremental growth

Pro Forma Combined Insurance Breakdown

FY 2014 GPW

Successful, Growing Global Specialty

Insurance Business

Total Insurance GPW:

$2.6bn

By Line of Business

Professional

Lines

33%

Property

32%

Liability

15%

Offshore

Energy

Marine

Aviation

Terrorism

Credit and

Political Risk

Enhanced market prominence due to relationships and overall

positioning with brokers

Greater line sizes and breadth of products more attractive

to brokers and clients

Growth business

13% of 2014 GPW from new initiatives (CAGR of 48%

since 2009)

US property middle market CAGR of 15% since 2009

Balanced consolidated platform will require less reinsurance

allowing for increased insurance revenue

Enhanced profitability due to scale

Opportunity from expanded geographic presence

Increase in Lloyd’s presence

Leverage complementary geographic platforms (e.g.

London, Hong Kong, etc.)

Leverage technical capabilities to grow smaller account

business

Pro Forma Combined Life and A&H Breakdown

FY 2014 GPW

Total GPW:

$1.5bn

Life

Reinsurance

62%

A&H

38%

Life, Accident & Health Leader with

High Growth Potential

By Line of Business

(1)

As per Flaspohler survey.

Uncorrelated with P&C business

Complementary franchises with global product development capabilities and

significant geographic reach

Combination of life and health make for a more attractive partner

Full complement of products and services for the global benefits

market

Strong market presence

Top 10 global life and health reinsurer

Top 3 U.S. health reinsurer; AXIS and PartnerRe rated #1 and #2 in

US A&H reinsurance broker survey¹

Growth business

PRE LTM GPW growth rate of 31%; AXS GPW CAGR since 2011 of

30%

Compelling growth opportunities:

U.S. healthcare -

Affordable Care Act has shifted risk to entities that

require risk share partners

Accelerated growth in international healthcare

Initiatives in Middle East, Latin America, and Asia

New specialty areas (expats; HNW individuals)

(Re)insurance business will participate selectively in certain higher

growth and return segments

Hybrid delivery model maximizes opportunities

Limited exposure to highly regulated, mainstream health insurance

businesses

Appendix B: Other Information

Merger of Equals Overview

Consideration to

Shareholders

AXIS shareholders to receive 1 share of the amalgamated company per common share in a tax free

reorganization

PartnerRe

shareholders

receive

2.18

the

amalgamated

company

per

common

tax

free

reorganization

Preferred shares to remain outstanding as preferred shares of the amalgamated company

Dividend to PartnerRe

Common Shareholders

Extraordinary one-time cash dividend of $11.50 per share payable in connection with, and contingent

upon, closing

Pro Forma Ownership

~51.5% PartnerRe shareholders

~48.5% AXIS shareholders

Corporate Governance of

Combined Company

7 PartnerRe appointees to Board and 7 AXIS appointees to Board

Management team leveraging talent from both organizations

Accelerated Timeline to

Closing

PartnerRe and AXIS shareholder approvals

Regulatory

Approvals:

all

insurance

regulatory

filings

made;

all

anti-trust

clearances

obtained

Expected close in the third quarter of 2015

Positive Rating Agency Feedback

“Successful

execution

the

PRE-AXIS

combination

could

provide

positive

credit

benefits

relating

diversification

earnings

and

business profile, leveraging the benefits of a larger organization”

“…if the transaction with AXIS closes as planned, Fitch would likely affirm PRE's current ratings…”

“Despite the announced approximately $560 million special cash dividend, we expect the combined company’s capitalization will remain

very

strong

and

materially

redundant

‘AA’

level

after

the

deal

closes

and

through

2017”

“We

anticipate

the

combined

entity's

financial

leverage

will

stay

below

25%

with

fixed-charge

coverage

least

4x.”

“We also expect the merger to achieve at least $200 million in annual run-rate pretax cost synergies in the first two years of operations.”

Source: S&P and Fitch press releases dated May 4, 2015

Fitch Press Release, May 4, 2015

S&P Press Release, May 4, 2015

Disclaimer

Important Information For Investors And Shareholders

This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any

securities or a solicitation of any vote or approval. This communication relates to a proposed business

combination

between

PartnerRe

Ltd.

(“PartnerRe”)

and

AXIS

Capital

Holdings

Limited

(“AXIS”).

connection with this proposed business combination, PartnerRe and/or AXIS may file one or more proxy

statements, registration statements, proxy statement/prospectus or other documents with the Securities and

Exchange

Commission

(the

“SEC”).

This

communication

not

substitute

for

any

proxy

statement,

registration statement, proxy statement/prospectus or other document PartnerRe and/or AXIS may file with

the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF

PARTNERRE AND AXIS ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION

STATEMENT(S), PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE

FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME

AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy

statement(s) (if and when available) will be mailed to stockholders of PartnerRe and/or AXIS, as applicable.

Investors and security holders will be able to obtain free copies of these documents (if and when available)

and other documents filed with the SEC by PartnerRe and/or AXIS through the website maintained by the

SEC at http://www.sec.gov. Copies of the documents filed with the SEC by PartnerRe will be available free

of charge on PartnerRe’s internet website at http://www.partnerre.com or by contacting PartnerRe’s Investor

Relations

Director

robin.sidders@partnerre.com

phone

1-441-294-5216.

Copies

the

documents

filed

with

the

SEC

AXIS

will

available

free

charge

AXIS’

internet

website

http://www.axiscapital.com

contacting

AXIS’

Investor

Relations

Contact

linda.ventresca@axiscapital.com or by phone at 1-441-405-2727.

Disclaimer

Forward Looking Statements

Certain

statements

this

communication

regarding

the

proposed

transaction

between

PartnerRe

and

AXIS

are

“forward-looking”

statements.

The

words “anticipate,”

“believe,”

“ensure,”

“expect,”

“if,”

“illustrative,”

“intend,”

“estimate,”

“probable,”

“project,”

“forecasts,”

“predict,”

“outlook,”

“aim,”

“will,”

“could,”

“should,”

“would,”

“potential,”

“may,”

“might,”

“anticipate,”

“likely,”

“plan,”

“positioned,”

“strategy,”

and similar expressions, and the negative

thereof, are intended to identify forward-looking statements. These forward-looking statements, which are subject to risks, uncertainties and

assumptions

about

PartnerRe

and

AXIS,

may

include

projections

their

respective

future

financial

performance,

their

respective

anticipated

growth

strategies and anticipated trends in their respective businesses. These statements are only predictions based on current expectations and projections

about future events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from

the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the risk factors set forth in

PartnerRe’s

and

AXIS’

most

recent

reports

Form

10-K,

Form

10-Q

and

other

documents

file

with

the

SEC

and

the

factors

given

below:

•

the failure to obtain the approval of shareholders of PartnerRe or AXIS in connection with the proposed transaction;

•

the failure to consummate or delay in consummating the proposed transaction for other reasons;

•

the timing to consummate the proposed transaction;

•

the risk that a condition to closing of the proposed transaction may not be satisfied;

•

the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions

that are not anticipated;

•

AXIS’

or PartnerRe’s ability to achieve the synergies and value creation contemplated by the proposed transaction;

•

the ability of either PartnerRe or AXIS to effectively integrate their businesses; and

•

the diversion of management time on transaction-related issues.

PartnerRe’s forward-looking statements are based on assumptions that PartnerRe believes to be reasonable but that may not prove to be accurate.

AXIS’

forward-looking statements are based on assumptions that AXIS believes to be reasonable but that may not prove to be accurate. Neither

PartnerRe nor AXIS can guarantee future results, level of activity, performance or achievements. Moreover, neither PartnerRe nor AXIS assumes

responsibility

for

the

accuracy

and

completeness

any

these

forward-looking

statements.

PartnerRe

and

AXIS

assume

obligation

update

revise

any

forward-looking

statements

result

new

information,

future

events

otherwise,

except

may

required

law.

Readers

are

cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.