XL Group Ltd Shareholders Approve Merger Agreement with AXA

Hamilton, Bermuda –June 6, 2018 - In a filing with the Bermuda Stock Exchange (“BSX”), XL Group Ltd (“XL” or the “Company”) (Tickers: NYSE: XL or BSX: XL.BH ) announced shareholders’ approval of the Merger Agreement with AXA.  The filing stated:

Contact:      Giovanni Astolfi                                    Carol Parker Trott

Investor Relations                                Media Relations

(203) 674-6973                                      (441) 294-7290

Hamilton, Bermuda – June 6, 2018 - XL Group Ltd (“XL Group” or the “Company”) (NYSE: XL) announced today that its common shareholders have approved an agreement for AXA to acquire 100% of XL Group.

Total consideration for the planned acquisition would amount to approximately USD 15.3 billion, to be fully paid in cash. Under the terms of the transaction, XL Group shareholders will receive USD 57.60 per share. The transaction is expected to be completed during the second half of 2018 subject to customary closing conditions, including the receipt of required regulatory approvals.

XL Group’s Chief Executive Officer, Mike McGavick, said: “We are pleased with our shareholders’ vote of confidence in supporting all matters, including the AXA transaction. In AXA we have found a like-minded partner committed to innovation and moving our industry forward. Becoming a part of AXA provides unrivalled opportunity to accelerate our strategy with new strength and dimension. Based on today’s vote, it is clear that our shareholders share this same vision and opportunity for XL Group.”

Upon completion of the transaction, the combined operations of XL Group, AXA Corporate Solutions (AXA’s large commercial P&C and specialty business) and AXA Art will be led by Greg Hendrick, currently the President and Chief Operating Officer of XL Group, who will be appointed CEO of the combined entity and join AXA Group’s management committee, reporting to AXA Group Chief Executive Officer Thomas Buberl. Following the closing of the transaction, Mr. McGavick will become Vice-Chairman of the combined P&C Commercial lines operations and special adviser to Mr. Buberl to advise on integration-related and other strategic matters.

XL Group provides both a premier specialty platform complementing and diversifying AXA’s existing commercial lines insurance portfolio, and reinsurance capabilities that will allow AXA an access to enhanced diversification and alternative capital.

About XL Group Ltd

XL Group Ltd (NYSE:XL), through its subsidiaries and under the XL Catlin brand, is a global insurance and reinsurance company providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. Clients look to XL Catlin for answers to their most complex risks and to help move their world forward. To learn more, visit www.xlgroup.com.