PTVCB Protective Insurance Corporation

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[•] [•], 2021

To the Shareholders of Protective Insurance Corporation:

We cordially invite you to the special meeting (the “special meeting”) of the shareholders of Protective Insurance Corporation (the “Company” or “Protective”), to be held on [•] [•], 2021, beginning at [•] [a.m.], Eastern Time. Due to the ongoing public health impact of the COVID-19 pandemic and out of abundance of caution to support the health and well-being of our employees and shareholders, the special meeting will be held in a virtual meeting format only, via live webcast. To be admitted to the special meeting at www.virtualshareholdermeeting.com/PTVCA2021SM, you must enter the control number found on your proxy card or voting instruction form you previously received. Online access to the audio webcast will open 15 minutes prior to the start of the special meeting to allow time to log in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. For purposes of attendance at the special meeting, all references in the accompanying proxy statement to “present in person” or “in person” will mean virtually present at the special meeting.

The purpose of the special meeting is to consider and vote on proposals relating to the proposed acquisition of the Company by The Progressive Corporation, an Ohio corporation (“Parent” or “Progressive”), for $23.30 in cash per share, without interest thereon, subject to any required tax withholding. Regardless of whether you plan to virtually attend the special meeting, we urge you to vote your shares by mail, by telephone or through the Internet by following the procedures outlined below.

On February 14, 2021, the Company entered into an Agreement and Plan of Merger with Progressive and Carnation Merger Sub Inc., an indirect, wholly owned subsidiary of Parent (“Merger Sub”) (we refer to the merger agreement as it may be amended from time to time as the “merger agreement”). Pursuant to the merger agreement, Merger Sub will be merged with and into the Company, with the Company surviving the merger as an indirect, wholly owned subsidiary of Parent (which we refer to as the “merger”).

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger (the “effective time”), each holder of Class A common shares of the Company, without par value (which we refer to as “Class A shares”) and each holder of Class B common shares of the Company (which we refer to as “Class B shares” and, together with the Class A shares, “Company common shares”), issued and outstanding immediately prior to such time (other than shares owned by the Company as treasury shares or by any subsidiary of the Company and each share owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the effective time of the merger (which will be canceled and cease to exist and no payment will be made with respect thereto)) will be entitled to receive, with respect to each such Company common share, $23.30 in cash, without interest and less any required withholding taxes (which we refer to as the “merger consideration”).

We are soliciting proxies for use at the special meeting or any adjournment thereof to consider and vote upon the following proposals: (1) to approve the merger agreement, the merger and the other transactions contemplated thereby (which we refer to as the “merger proposal”), (2) to approve, on a nonbinding advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger (which we refer to as the “merger-related compensation proposal”) as reported on the Merger-Related Compensation table on page [83] of this proxy statement and (3) to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient Class A shares represented to constitute a quorum to approve the merger proposal at the special meeting (which we refer to as the “adjournment proposal”). Holders of record of Class A shares (which refer to as the “Company voting shareholders”) as of the close of business on [•] [•], 2021 will be entitled to vote on all three proposals. Class B shares are not voting shares, and therefore proxies are not being solicited with regard to the Class B shares. We urge all shareholders to read this proxy statement and the documents included with this proxy statement carefully and in their entirety.

The Company’s board of directors, at the unanimous recommendation of the special committee of the Company’s board of directors, unanimously (1) determined that the plan of merger, the merger agreement, the merger and the other transactions contemplated thereby are fair to, advisable and in the best interests of the

Company and its stakeholders (including the Company’s shareholders), (2) adopted the plan of merger, the merger agreement and the merger and approved the other transactions contemplated thereby and (3) declared the advisability and recommended the approval by the Company voting shareholders of the merger agreement, the merger and the other transactions contemplated thereby. Accordingly, the Company’s board of directors unanimously recommends that the Company voting shareholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Your vote is very important. Whether or not you plan to attend the special meeting, you are urged to vote via the Internet or telephone following the instructions on the enclosed proxy card today. Due to ongoing delays in the postal system, we are encouraging shareholders to submit their proxies electronically if possible. Alternatively, if you do not have access to a touch-tone telephone or the Internet, please sign, date and return the enclosed proxy card promptly by mail in the postage-paid envelope provided. In order to constitute a quorum for the special meeting, a majority of the votes entitled to be cast at the special meeting must be present either in person or by proxy. Abstentions and broker non-votes (if any) will be considered as present for purposes of determining a quorum. Any proxy may be revoked by the person giving it at any time before it is exercised by delivering to our corporate secretary at our principal office a written notice of revocation or a duly executed proxy bearing a later date. The mailing address of our principal office is 111 Congressional Boulevard, Carmel, IN 46032.

Shares represented by a proxy, properly executed and returned to us, and not revoked, will be voted at the special meeting. Shares will be voted according to the directions of the shareholder as specified on the proxy. If you sign, date and return your proxy card but do not provide specific voting instructions therein, the shares represented by such proxy will be voted in accordance with the recommendation of the board of directors.

The affirmative vote of the holders of at least a majority of the Class A shares entitled to vote on the merger proposal will be required, provided a quorum is present, to approve the merger proposal. The approval of the merger-related compensation proposal requires that more votes be cast in favor of the proposal than against the proposal; provided that a quorum is present. The approval of the adjournment proposal requires that more votes be cast in favor of the proposal than against the proposal, whether or not a quorum is present.

The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote by ballot at the special meeting will have the same effect as a vote “AGAINST” the merger proposal but will not have any effect on the merger-related compensation proposal or the adjournment proposal. Abstentions will have the same effect as a vote “AGAINST” the merger proposal, but will not have any effect on the merger-related compensation proposal and the adjournment proposal.

If your Class A shares are held in street name by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee, as applicable, will not be permitted to vote your Class A shares without instructions from you on any of the proposals, and the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the merger proposal but will not have any effect on the merger-related compensation proposal or the adjournment proposal. You should instruct your bank, brokerage firm or other nominee as to how to vote your Class A shares by following the procedures provided by your bank, brokerage firm or other nominee. You also will not be able to vote your Class A shares in person at the special meeting or any adjournment thereof unless you obtain a legal proxy form from your broker, bank or other nominee.

The accompanying proxy statement provides you with detailed information about the special meeting, the merger agreement and the merger and the other transactions contemplated by the merger agreement. A copy of the merger agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes, including the merger agreement, carefully.

If you have any questions or need assistance voting your shares, please call Innisfree M&A Incorporated, the Company’s proxy solicitor. Shareholders may call toll-free at (877) 717-3929. Banks and brokers may call collect at (212) 750-5833.

Thank you in advance for your cooperation and continued support.

Sincerely,

Jeremy D. Edgecliffe-Johnson

Chief Executive Officer

Protective Insurance Corporation

The proxy statement is dated [•] [•], 2021, and is first being mailed to the Company voting shareholders on or about [•] [•], 2021.

 

Only holders of record of Class A shares (which we refer to as the “Company voting shareholders”), as shown in the Company’s register of members at the close of business on [•] [•], 2021, will be entitled to notice of, and to vote at, the special meeting and any postponement or adjournment thereof. Company voting shareholders as of the record date will be entitled to vote on all three proposals. Class B shares are not voting shares and therefore proxies are not being solicited with regard to the Class B shares.

Your vote is very important. Whether or not you plan to attend the special meeting, you are urged to vote via the Internet or telephone following the instructions on the enclosed proxy card today. Due to ongoing delays in the postal system, we are encouraging shareholders to submit their proxies electronically if possible. Alternatively, if you do not have access to a touch-tone telephone or the Internet, please sign, date and return the enclosed proxy card promptly by mail in the postage-paid envelope provided. In order to constitute a quorum for the special meeting, holders of a majority of the Company’s outstanding Class A Shares must be present either in person or by proxy. Abstentions and broker non-votes (if any) will be considered as present for purposes of determining a quorum. Any proxy may be revoked by the person giving it at any time before it is exercised by delivering to our corporate secretary at our principal office a written notice of revocation or a duly executed proxy bearing a later date. The mailing address of our principal office is 111 Congressional Boulevard, Carmel, IN 46032.

Shares represented by a proxy, properly executed and returned to us, and not revoked, will be voted at the special meeting. Shares will be voted according to the directions of the shareholder as specified on the proxy. If you sign, date and return your proxy card but do not provide specific voting instructions therein, the shares represented by such proxy will be voted in accordance with the recommendation of the board of directors. The affirmative vote of the holders of at least a majority of the issued and outstanding Class A shares entitled to vote on the merger proposal will be required, provided a quorum is present, to approve the merger proposal. The approval of the merger-related compensation proposal requires that more votes be cast in favor of the proposal than against the proposal; provided that a quorum is present. The approval of the adjournment proposal requires that more votes be cast in favor of the proposal than against the proposal, whether or not a quorum is present.

If your Class A shares are held in street name by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee, as applicable, will not be permitted to vote your Class A shares without instructions from you on any of the proposals, and the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the merger proposal but will not have any effect on the merger-related compensation proposal or the adjournment proposal. You should instruct your bank, brokerage firm or other nominee as to how to vote your Class A shares by following the procedures provided by your bank, brokerage firm or other nominee. You also will not be able to vote your Class A shares in person at the special meeting or any adjournment thereof unless you obtain a legal proxy form from your broker, bank or other nominee.

THE COMPANY’S BOARD OF DIRECTORS, AT THE UNANIMOUS RECOMMENDATION OF THE SPECIAL COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS, UNANIMOUSLY (1) DETERMINED THAT THE PLAN OF MERGER, THE MERGER AGREEMENT, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY ARE FAIR TO, ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND ITS STAKEHOLDERS (INCLUDING THE COMPANY’S SHAREHOLDERS), (2) ADOPTED THE PLAN OF MERGER, THE MERGER AGREEMENT AND THE MERGER AND APPROVED THE OTHER TRANSACTIONS CONTEMPLATED THEREBY AND (3) DECLARED THE ADVISABILITY AND RECOMMENDED THE APPROVAL BY THE COMPANY VOTING SHAREHOLDERS OF THE MERGER AGREEMENT, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY. ACCORDINGLY, THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY VOTING SHAREHOLDERS VOTE “FOR” THE MERGER PROPOSAL, “FOR” THE MERGER RELATED COMPENSATION PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL.

Carmel, Indiana

[•] [•], 2021

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. For more information, please see the section of this proxy statement titled “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement.

In order to consummate the merger, holders of a majority of the Class A shares must approve the merger proposal. The Company will hold the special meeting to obtain approval of the merger proposal and to consider certain other related matters which are not prerequisites to the consummation of the merger. This proxy statement, which you should read carefully, contains important information about the merger and related transactions and other matters being considered at the special meeting.

Holders of issued and outstanding Class A shares as of the record date will be entitled to vote on each of the above proposals. Class B shares are not voting shares and do not entitle their holders to vote on any of the above proposals.

Consummation of the merger is conditioned on, among other things, the approval of Proposal 1 above, but is not conditioned on the approval of Proposal 2 or Proposal 3.

See the section of this proxy statement titled “The Merger—Protective’s Reasons for the Merger and Recommendation of Protective’s Board of Directors” beginning on page [29] for a more complete description of the recommendations of the Company’s board of directors. In considering the recommendations of the Company’s board of directors, you should be aware that the Company’s executive officers and directors may have interests in the merger that are different from, or in addition to, those of the Company’s shareholders generally. See the section of this proxy statement titled “The Merger—Interests of Certain Persons in the Merger” beginning on page [43].

See the section of this proxy statement titled “The Merger Agreement—Conditions to Closing” for more information.

The approval of the merger-related compensation proposal requires that more votes be cast in favor of the proposal than against the proposal; provided that a quorum is present.

The approval of the adjournment proposal requires that more votes be cast in favor of the proposal than against the proposal, regardless of whether a quorum is present.

See the section of this proxy statement titled “Questions and Answers About the Merger and the Special Meeting—Who is entitled to vote at the special meeting?” for a more detailed description.

The affirmative vote of the holders of at least a majority of the Class A shares entitled to vote on the merger proposal will be required, provided a quorum is present, to approve the merger proposal. The approval of the merger-related compensation proposal requires that more votes be cast in favor of the proposal than against the proposal; provided that a quorum is present. The approval of the adjournment proposal requires that more votes be cast in favor of the proposal than against the proposal, whether or not a quorum is present.

The failure of any shareholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote by ballot at the special meeting, whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee, will have the same effect as a vote “AGAINST” the merger proposal but will not have any effect on the merger-related compensation proposal or the adjournment proposal. Abstentions will have the same effect as a vote “AGAINST” the merger proposal, but will not have any effect on the merger-related compensation proposal or the adjournment proposal.

If your Class A shares are held in street name by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee, as applicable, will not be permitted to vote your Class A shares without instructions from you on any of the proposals, and the failure to instruct your broker, bank or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the merger proposal but will not have any effect on the merger-related compensation proposal or the adjournment proposal. You should instruct your bank, brokerage firm or other nominee as to how to vote your Class A shares by following the procedures provided by your bank, brokerage firm or other nominee. You also will not be able to vote your Class A shares in person at the special meeting or any adjournment thereof unless you obtain a legal proxy form from your broker, bank or other nominee.

Beneficial Owner of Shares Held in Street Name. If your Class A shares are held in the name of a bank, broker or other similar organization or nominee, then you are considered a beneficial owner of such shares held for you in what is known as “street name.” If this is the case, this proxy statement has been forwarded to you by your bank, broker or other organization or nominee together with a voting instruction form. You may vote by completing and returning your voting instruction form to your broker. Please review the voting instruction form to see how you can submit your proxy. The organization or nominee holding your account is considered the shareholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to instruct the organization that holds your shares of record how to vote the Class A shares that you beneficially own.

If your Class A shares are held in “street name” by your bank, broker or other nominee, please follow the instructions provided by your bank, broker or other nominee as to how to revoke your previously provided voting instructions.

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20^th Floor

New York, NY 10022

Shareholders may call toll free: (877) 717-3929

Banks and Brokers may call collect: (212) 750-5833

Some of the statements in this proxy statement may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to future events and financial performance, and Protective may make related oral, forward-looking statements on or following the date hereof. All statements in this proxy statement not dealing with historical results are forward-looking and are based on estimates, assumptions and projections. Such statements may also include forward-looking statements both with respect to us in general and the insurance sector specifically, both as to underwriting and investment matters. These statements may also include assumptions about our proposed acquisition by Progressive (including its benefits, results, effects and timing). Statements which include the words “should,” “would,” “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements in this material for purposes of the U.S. federal securities laws or otherwise. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the Private Securities Litigation Reform Act of 1995.

The proposed transaction is subject to risks and uncertainties, including: (A) that Protective and Parent may be unable to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived; (B) uncertainty as to the timing of completion of the proposed transaction; (C) the inability to complete the proposed transaction due to the failure to obtain Protective shareholder approval for the proposed transaction or the failure to satisfy other conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (D) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (E) risks related to disruption of management’s attention from Protective’s ongoing business operations due to the proposed transaction; (F) the effect of the announcement of the proposed transaction on Protective’s relationships with its clients, operating results and business generally; (G) the outcome of any legal proceedings to the extent initiated against Protective, Progressive or others following the announcement of the proposed transaction; (H) risks related to Progressive’s post-closing integration of Protective’s business and operations; (I) risks related to a downgrading of Protective’s or Progressive’s A.M. Best ratings or other similar financial strength or debt ratings as a result of the announcement or completion of the proposed transaction; (J) the loss or impairment of Protective’s material client or other relationships as a result of the announcement or completion of the proposed transaction; (K) the effects of the COVID-19 pandemic and associated government actions on Protective’s operations and financial performance, as well as Protective’s and Progressive’s management’s response to any of the aforementioned factors.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Protective’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents of Protective on file with the SEC. Any forward-looking statements made in this material are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Protective will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Protective or its business or operations. Except as required by law, the parties undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Additional factors that may affect future results and conditions are described in the Company’s filings with the SEC, which are available at the SEC’s website at www.sec.gov or at the Company’s website at www.protectiveinsurance.com.

Protective Insurance Corporation

111 Congressional Boulevard,

Carmel, IN 46032

Protective Insurance Corporation (Nasdaq: PTVCA and PTVCB) serves as the publicly traded holding company for several property-casualty insurance subsidiaries including Protective Insurance Company, Sagamore Insurance Company and Protective Specialty Insurance Company. Through its subsidiaries, Protective provides liability and workers’ compensation coverage for trucking and public transportation fleets, along with trucking industry independent contractors. The Company leverages its “A” (Excellent) A.M. Best rating, expansive licenses and reputation to provide access to the U.S. property and casualty insurance market.

For additional information on Protective and its business, including how to obtain the documents that Protective has filed with the SEC, see the section of this proxy statement titled “Where You Can Find More Information.”

Carnation Merger Sub Inc.

6300 Wilson Mills Road

Mayfield Village, Ohio 44143

Carnation Merger Sub Inc. is as an Indiana corporation and an indirect, wholly owned subsidiary of Parent that will function as the merger subsidiary in the Merger. Merger Sub has not carried on any activities on or prior to the date of this proxy statement except for activities incidental to its formation and activities in connection with Parent’s acquisition of the Company. Upon completion of the merger, Merger Sub will merge with and into the Company and will cease to exist.

Merger Sub’s principal executive offices are located at 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 and its telephone number is (440) 461-5000.

The Progressive Corporation

6300 Wilson Mills Road

Mayfield Village, Ohio 44143

The Progressive Corporation (NYSE: PGR) is an Ohio corporation. The Progressive insurance organization began business in 1937. Parent, an insurance holding company formed in 1965, currently has insurance and non-insurance subsidiaries and affiliates. Parent’s insurance subsidiaries provide personal and commercial auto insurance, personal residential and commercial property insurance, general liability insurance, and other specialty property-casualty insurance and related services. Parent’s non-insurance subsidiaries generally support its insurance and investment operations. Parent operates throughout the United States. Parent’s auto insurance products protect its customers against losses due to physical damage to their motor vehicles, uninsured and underinsured bodily injury, and liability to others for personal injury or property damage arising out of the use of those vehicles. Parent’s property insurance products protect its customers against losses due to damages to their structure or possessions within the structure, as well as liability for accidents occurring in the structure or on the property.

Parent’s principal executive offices are located at 6300 Wilson Mills Road, Mayfield Village, Ohio 44143 and its telephone number is (440) 461-5000.

This discussion of the merger is qualified in its entirety by reference to the merger agreement, a copy of which is incorporated by reference in its entirety and included in this proxy statement as Annex A. You should read the merger agreement in its entirety because it, and not this proxy statement, is the legal document that governs the merger.

Pursuant to the merger agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation. The Company, as the surviving corporation, will continue in existence as an Indiana corporation and an indirect, wholly owned subsidiary of Parent. As a result of the merger under Indiana law, the surviving corporation will have all the properties, rights, privileges, powers and franchises and will be subject to all claims, obligations, liabilities, debts and duties of the Company and Merger Sub. The closing of the merger is expected to occur on the third business day after the satisfaction or waiver of the closing conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), unless otherwise agreed to in writing by the parties; provided that if the closing would occur within ten (10) business days of the end of a fiscal month of Parent, Parent may elect for the closing date to instead be the first business day of the next fiscal month of Parent and the closing conditions will be deemed satisfied if Parent makes such election. The effective time of the merger will occur when the articles of merger are duly filed with and accepted by the Secretary of State of the State of Indiana, or such later time as agreed by the parties and specified in such articles of merger.

The Company’s board of directors and senior management periodically review the Company’s operations, financial condition and performance, and long-term strategic plan and objectives, as well as industry conditions, regulatory developments and their impact on the Company’s long-term strategic plan and objectives. During the past two years, the Company’s board of directors has reviewed and considered the current and future industry trends and risks to the Company’s ability to execute its strategic plan as a stand-alone entity. The Company’s board of directors also reviewed with the Company’s senior management a range of strategic alternatives available to it, including potential divestitures, recapitalizations and continuing to execute on the Company’s stand-alone strategy based on management projections.

During the fourth quarter of 2018, the Company’s board of directors authorized the Company’s senior management, in consultation with the Company’s board of directors and a special committee thereof, to consider potential strategic alternatives for the Company, including a sale of the Company. Thereafter, the Company undertook a process to explore a sale of the Company, but the Company’s board of directors determined in February 2019, consistent with the recommendation of the special committee at such time, that it was in the best interests of the Company and its shareholders and other stakeholders to continue to operate as a stand-alone entity in light of the level of interest and potential pricing indications received from potential acquirors of the Company at such time. The Board was also aware that from time to time, certain third parties approached members of the Shapiro family to express interest in acquiring the Shapiro family’s Company common shares in a secondary market transaction.

On April 22, 2020, certain shareholders of the Company (the “selling shareholders”), including Mr. Nathan Shapiro (a director of the Company) and trusts for which Mr. Stephen Gray (a director of the Company) serves as trustee, owning approximately 35% of the Class A Shares filed an amendment to their statement on Schedule 13D disclosing that they had entered into a Stockholder Support and Contingent Sale Agreement, dated as of April 22, 2020 (the “original SSCSA”) with Protective Partners, LLC, Lancer Insurance Company, and Protective Investment Partners, LLC (the “original SSCSA offering parties”). That same day, the original SSCSA offering parties and certain affiliates and owners of the original SSCSA offering parties, including Vincent J. Dowling, Jr. and David P. Delaney, Jr., filed an amendment to their statement on Schedule 13D disclosing they had entered into the original SSCSA. In that filing, Mr. Dowling indicated that he beneficially owned approximately 6.25% of the then-outstanding Class A shares.

Pursuant to the original SSCSA, the selling shareholders agreed, among other things, to sell all Class A shares they held to the original SSCSA offering parties pursuant to either (i) a public tender offer for all of the Company’s outstanding Class A shares (and no Class B Shares) (the “tender offer”) at 85% of the book value of Class A shares (as publicly reported by the Company for the quarter ending March 31, 2020) if certain conditions

set forth in the original SSCSA (including the board of directors taking the necessary actions to waive various provisions under applicable Indiana law that protect the interests of the Company’s other shareholders), or (ii) if certain conditions to the requirement to initiate the tender offer were not satisfied, a private sale of the Class A shares held by the selling shareholders (the “alternate sale”) at 50% of the book value of Class A shares, with book value determined in this case to be the lower of book value publicly reported by the Company for the quarter ending March 31, 2020 or any quarter ending prior to the close of the alternate sale.

Pursuant to the original SSCSA, the selling shareholders also agreed that during the term of the original SSCSA, they would not, directly or indirectly, (i) solicit, initiate or engage in any acquisition proposal with respect to the Company, (ii) provide any information to any third party with a view to such third party or any other person pursuing or considering to pursue an acquisition proposal with respect to the Company, (iii) sell, or enter into any agreement to sell, any Class A shares or (iv) solicit, encourage or facilitate, or induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing) with any person (other than the original SSCSA offering parties) regarding an acquisition proposal with respect to the Company.

On April 24, 2020, the Company’s board of directors met to discuss the original SSCSA and determined to establish a special committee of the Company’s board of directors (the “special committee”), consisting of independent directors and chaired by John Nichols, Jr., chairman of the Company’s board of directors (with Steven J. Bensinger serving as vice chairman of the special committee), to consider and evaluate, and make recommendations to the Company’s board of directors regarding, the original SSCSA and the transactions contemplated thereby, and all matters arising or resulting therefrom or resulting thereto.

From April 24, 2020 through May 13, 2020, the special committee held several meetings to discuss the original SSCSA, including with its legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) and its financial advisor, Piper Sandler & Co. (“Piper Sandler”), and the transactions contemplated thereby. Prior to engaging Piper Sandler on May 12, 2020, members of the special committee discussed engaging an investment bank with insurance-related experience. Piper Sandler was selected based upon a number of factors, including their extensive knowledge of the insurance industry and relevant M&A experience. For additional background, see the section of this proxy statement titled “Information About Piper Sandler.”

During that same period, members of the special committee held discussions with the parties to the original SSCSA to evaluate the transactions contemplated by the original SSCSA. However, the parties to the original SSCSA were not willing to (i) enter into a confidentiality agreement with the Company containing customary standstill limitations, (ii) agree to reimburse the Company for its costs and expenses in responding to inquiries from the original SSCSA offering parties, (iii) respond to certain questions from the special committee, or (iv) provide certain requested information to the special committee regarding the original SSCSA offering parties’ plans for the Company following the potential consummation of the transactions contemplated by the original SSCSA.

At a meeting of the board of directors held on May 5, 2020, in order to, among other reasons, provide the Company, the Company’s board of directors and the special committee sufficient time to review the original SSCSA, the Company’s board of directors adopted amendments to the code of by-laws that would provide that (i) no annual meeting of the Company shareholders may occur sooner than the date that is 335 days after the previous year’s annual meeting, (ii) special meetings of the Company shareholders may only be called by the Company’s board of directors and only for such business as is specified in the notice of any special meeting and may come before such meeting and (iii) the newly amended provisions of the Company’s code of by-laws may only be amended by an affirmative vote of at least two-thirds of the full board of directors of the Company. The Company disclosed such amendments in a Form 8-K filed with the SEC on May 6, 2020.

On May 13, 2020, due to, among other reasons, the lack of engagement from the original SSCSA offering parties, the special committee determined to recommend at the next meeting of the Company’s board of directors that the Company’s board of directors adopt amendments to the code of by-laws that would provide the Company the right to redeem certain shares acquired in a “control share acquisition” (as defined in Indiana Business Corporation Law Section 23-1-42-1, et seq.) in certain circumstances and to provide the Company the right to redeem certain shares held by shareholders who, together with their affiliates, associates and any group of which they are a part, beneficially own more than 10% of the Company’s outstanding Class A shares, subject to certain exceptions (the “redemption by-law amendments”).

At a meeting of the Company’s board of directors held during the morning of May 14, 2020, the special committee delivered its recommendation and, consistent with such recommendation, the Company’s board of directors determined to adopt the redemption by-law amendments. The Company disclosed such amendments in a Form 8-K filed with the SEC the same day.

From May 14, 2020 through June 7, 2020, the special committee continued to attempt to engage the parties to the original SSCSA to propose modifications to the original SSCSA that the special committee believed could potentially result in a transaction that was in the best interests of the Company and its stakeholders.

During that same period, the special committee held meetings on May 22, 2020 and May 29, 2020, where Piper Sandler was in attendance, to discuss the need to prepare projections of the Company’s future financial performance for use in the special committee’s potential exploration of strategic alternatives.

On June 1, 2020, Piper Sandler and selected members of the special committee held a call with certain members of the Company’s senior management and requested management to begin preparing such projections.

On June 5, 2020, at a meeting of the special committee, Piper Sandler presented certain projected financial information provided by management, and the special committee discussed the same. Among other topics, the special committee noted that (i) the tender offer price under the original SSCSA was at a significant discount to the Company’s March 31, 2020 publicly reported book value, the last publicly reported book value at such time, (ii) the transactions would likely perpetuate the Company’s dual class capital stock structure, (iii) no liquidity event was contemplated in the original SSCSA for the holders of Class B shares and (iv) the requested waivers of the Indiana Business Combinations Act and Control Share Acquisition statute would have removed protections in favor of the Company’s shareholders that were not parties to the original SSCSA (and all Class B shareholders) that the special committee determined were likely of significant value to such shareholders.

On June 7, 2020, the Company’s board of directors held a meeting, where the Company’s board of directors discussed the special committee’s role and the board of directors’ desire for the special committee’s mandate to include not just a review of the original SSCSA but also the ability to pursue and evaluate available alternative strategic transactions involving the Company. At that meeting, the Company’s board of directors determined to, among other things, delegate to the special committee the power and authority of the Company’s board of directors to pursue and evaluate available alternative strategic transactions involving the Company. Representatives of Skadden discussed with the Company’s board of directors the legal principles and standards applicable to its evaluation of potential strategic alternative transactions involving the Company.

On June 10, 2020, after the original SSCSA offering parties rejected certain proposed revisions to the original SSCSA that the special committee believed could result in a transaction that would be in the best interests of the Company and its stakeholders, the special committee, among things, determined to recommend at the next meeting of the Company’s board of directors that the board of directors determine that the transactions contemplated by the original SSCSA, including the requested waivers of the Indiana Business Combinations Act and Control Share Acquisition statute contemplated by the original SSCSA, and certain modified potential tender offer terms conveyed by the original SSCSA offering parties to the Company, were not in the best interests of the Company and its stakeholders. The special committee also determined to recommend at the next meeting of the Company’s board of directors that the board of directors should recommend against the tender offer if it were commenced and announce that if the transactions contemplated by the original SSCSA were consummated, the board of directors would expect to take the necessary actions to redeem all or certain of the Class A shares purchased by the original SSCSA offering parties pursuant to the redemption by-law amendments.

On June 12, 2020, at a meeting of the Company’s board of directors, the special committee delivered its recommendations and, consistent with such recommendations, the Company’s board of directors determined, among other things, that the transactions contemplated by the original SSCSA, including the requested waivers of the Indiana Business Combinations Act and Control Share Acquisition statute contemplated by the original SSCSA, and certain modified potential tender offer terms conveyed by the original SSCSA offering parties to the Company, including, among other items, a tender offer for less than all of the Company’s Class A shares, were not in the best interests of the Company and its stakeholders. The Company’s board of directors, consistent with the special committee’s recommendation, determined that it would recommend against the tender offer if it were commenced and that if the transactions contemplated by the original SSCSA were consummated, it expected to take the necessary actions to redeem all or certain of the Class A shares of the Company purchased by the original SSCSA offering parties pursuant to the redemption by-law amendments.

The determination of the board of directors with respect to the original SSCSA, the expansion of the special committee’s mandate and the commencement of the special’s committee’s exploration of the Company’s strategic alternatives were publicly announced by the Company on June 12, 2020.

Following the June 12, 2020 meeting of the Company’s board of directors, representatives of Piper Sandler reviewed with the special committee a range of parties that could be interested in acquiring the Company, including insurance companies and private equity sponsors, and the special committee discussed with Piper Sandler certain other potentially interested parties. At such meeting, the special committee authorized Piper Sandler to contact 10 parties, which group included a range of insurance companies and private equity and other financial sponsors, to gauge their interest in acquiring the Company. Over the course of June and July 2020, the number of parties that Piper Sandler was authorized by the special committee to contact was expanded to 24 potentially interested parties.

Over the course of June, July and August 2020, representatives of Piper Sandler contacted the 24 potentially interested parties that had been identified with the special committee. The first contact with Progressive was on June 25, 2020. Progressive, Party 1, a private equity sponsor, Parties 2 and 3, a joint bidding group comprised of two private equity sponsors, and Party 4, a private equity sponsor, responded positively and requested additional information from Piper Sandler regarding the Company. Each of these potentially interested parties was provided with a customary form of a confidentiality agreement, including customary standstill provisions. Progressive, however, indicated it was not willing to sign a confidentiality agreement or invest resources in pursuing an acquisition of the Company at this juncture unless the Company committed to dealing exclusively with Progressive for a fixed period. In addition, Progressive also indicated that it would need to do more work on evaluating the Company based on public information before committing resources to the due diligence process. Party 1, Parties 2 and 3, and Party 4 each entered into a confidentiality agreement with the Company in July 2020.

During the course of July and August 2020, Piper Sandler and the Company’s senior management team met separately with representatives from Party 1 and Parties 2 and 3 to ascertain their interest in the Company, and provide them with information about the Company.

On July 31, 2020, at the direction of the special committee, Piper Sandler contacted Party 1, Parties 2 and 3 and Party 4 and requested that they submit their initial indications of interest in acquiring the Company by August 13, 2020.

On August 10, 2020, Party 1 provided an initial indication of interest to Piper Sandler to acquire the Company (i) for approximately $18.50 per share, or approximately $266,000,000 in the aggregate, plus (ii) a contingent value right worth up to $3.25 per share, entitling the Company’s shareholders to receive 90% of the net cash proceeds of certain litigation between the Company and a specified third party (the “specified litigation”), subject to a $47,000,000 cap (with net proceeds being reduced by the Company’s costs and expenses of recovery and its assumed tax liability in connection with such recovery), such proposal conditioned on Party 1 being granted a 30-day exclusivity period. Parties 2 and 3 and Party 4 declined to submit an indication of interest and indicated to representatives of Piper Sandler that they had ceased their consideration of a potential transaction involving the Company.

On August 11 and 14, 2020, the special committee met to discuss Party 1’s initial indication of interest, which included presentations from Piper Sandler on the financial aspects of Party 1’s initial indication of interest, including the contingent value right. The special committee determined that it would be prepared to give Party 1 exclusivity for a potential acquisition of the Company for a period of time if it increased the cash component of the consideration offered, and directed Piper Sandler to deliver such message to Party 1.

Thereafter, Piper Sandler informed Party 1 that the consideration contemplated by its indication of interest was inadequate, but that if Party 1 were to submit a revised indication of interest with closing cash equal to the Company’s most recently reported book value adjusted to exclude the effects of the specified litigation plus a contingent value right based on the value attributable to the specified litigation (with specific terms to be negotiated), the special committee would be prepared to grant Party 1 exclusivity with respect to a potential acquisition of the Company for a period of time to be determined.

On August 17, 2020, the selling shareholders filed an amendment to their statement on Schedule 13D announcing that they had entered into an Amended and Restated Stockholder Support and Contingent Sale Agreement, dated

as of August 17, 2020 (the “A&R SSCSA”) with Protective Partners, LLC and Protective Investment Partners, LLC (the “revised SSCSA offering parties”). Unlike under the original SSCSA, Lancer Insurance Company was not a party to the A&R SSCSA. That same day, the revised SSCSA offering parties and certain affiliates and owners of the revised SSCSA offering parties, including Vincent J. Dowling, Jr. and David P. Delaney, Jr., filed an amendment to their statement on Schedule 13D announcing they had entered into the A&R SSCSA.

On August 19, 2020, the special committee met to discuss, among other things, the changes to the A&R SSCSA relative to the original SSCSA, including, among other matters, that (i) the purchase price for the tender offer was then equal to $18.30 per share (rather than 85% of the book value of Class A Shares (as publicly reported by the Company for the quarter ending March 31, 2020)), (ii) the tender offer could be for less than all of the Company’s Class A shares if determined by the revised SSCSA offering parties and at least 50% of the selling shareholders and (iii) there were new conditions to the revised SSCSA offering parties’ obligation to commence a tender offer. The A&R SSCSA also included an exception to restrictions on the ability of the selling shareholders to solicit, support or otherwise discuss, negotiate, or engage in communications with any person with respect to an alternative acquisition proposal with respect to the Company if (i) such alternative acquisition proposal was made by a third party (who was not a Company shareholder or affiliate thereof) on arm’s length terms, (ii) the selling shareholders believed in good faith that it would be beneficial to their interests and to the interests of the other equity owners of the Company to take the actions otherwise prohibited by the non-solicit prohibitions in the A&R SSCSA in respect of such proposal, (iii) the selling shareholders delivered a notice to the revised SSCSA offering parties of such fact (the “transaction notice”), (iv) the selling shareholders paid the revised SSCSA offering parties the “reimbursement payment” (as defined in the A&R SSCSA) concurrently with delivery of the transaction notice and (v) the selling shareholders made a payment to the revised SSCSA offering parties at the closing of such alternative acquisition proposal, depending on the final acquisition consideration for such alternative acquisition proposal (a “substitute acquisition”) reflecting a waterfall allocating proceeds received by the selling shareholders pursuant to such substitute acquisition in respect of the selling shareholders’ Class A shares of the Company. Such waterfall provided that the selling shareholders would retain the first $14.30 per share, the revised SSCSA offering parties would be paid the amount per share between $14.30 per share and $19.30 per share, the selling shareholders would retain the amount per share between $19.30 per share and $24.30 per share, and the selling shareholders and revised SSCSA offering parties would each receive 50% of any proceeds in excess of $24.30 per share. The “reimbursement payment” under the A&R SSCSA was defined in the A&R SSCSA as an amount equal to 50% of all legal fees and expenses incurred by the revised SSCSA offering parties in relation to the original SSCSA and the A&R SSCSA. The parties to the A&R SSCSA also extended the outside date under that agreement from September 30, 2020 to September 30, 2022.

At that same meeting, the special committee discussed that (i) the amendments reflected in the A&R SSCSA did not change its view that the A&R SSCSA and the transactions contemplated thereby were not in the best interests of the Company and its stakeholders, (ii) while it desired to engage in discussions with the selling shareholders regarding a potential transaction involving the Company (other than one contemplated by the A&R SSCSA), it believed the selling shareholders were limited in their ability to respond to the Company in light of the restrictions under the A&R SSCSA, and (iii) based on the waterfall in the A&R SSCSA, a substitute acquisition would have to provide for a price per share of $23.30 if such substitute acquisition were to result in equal proceeds payable to the selling shareholders in respect of their Class A shares of the Company relative to the $18.30 price per Class A share in the possible tender offer contemplated by the A&R SSCSA, which might be relevant to the selling shareholders in the event the special committee were to identify a sale transaction that was in the best interests of the Company and its stakeholders if the counterparty thereto was not willing to proceed without the support of the selling shareholders.

At that same meeting, representatives of Piper Sandler informed the special committee that Party 1 had orally communicated to Piper Sandler that Party 1 was willing to increase the closing date cash component of its proposal to $19.00 per share, in addition to the same contingent value right previously proposed by Party 1. The special committee instructed Piper Sandler to inform Party 1 that the consideration contemplated by its revised proposal was inadequate, and that unless Party 1 submitted an indication of interest providing for cash consideration payable at closing equal to the Company’s most recently reported book value adjusted to exclude the effects of the specified litigation plus a contingent value right based on the value attributable to the specified litigation (with specific terms to be negotiated), the special committee expected to broaden the scope of its exploration of strategic alternatives and would not be in a position to grant exclusivity to Party 1.

Also at that meeting, Piper Sandler informed the special committee that representatives of Progressive had indicated it would be willing to explore a potential transaction involving the Company and undertake due diligence in relation thereto, but would not be willing to do so solely based on public information and would require access to the virtual data room established by the Company.

On August 23, 2020, the Company’s board of directors met to discuss, among other things, the A&R SSCSA and the transactions contemplated thereby, including that the extension of the “outside date” under the A&R SSCSA and its effect of potentially prolonging the uncertainty facing the Company and the continued detrimental effect on the business and operations of the Company. The Company’s board of directors also discussed that (i) the parties to the A&R SSCSA had not, prior to its public filing, provided the Company, the Company’s board of directors or the special committee with a copy of the A&R SSCSA or engaged in any discussion regarding the subject matter thereof, (ii) the tender offer price under the A&R SSCSA was at a significant discount to the Company’s June 30, 2020 publicly reported book value, the last publicly reported book value at such time, (iii) the transactions would likely perpetuate the Company’s dual class capital stock structure, (iv) no liquidity event was contemplated in the A&R SSCSA for the holders of Class B shares and (iv) the requested waivers of the Indiana Business Combinations Act and Control Share Acquisition statute would have removed protections in favor of the Company’s shareholders that were not parties to the A&R SSCSA (and all Class B shareholders). Acting in accordance with the recommendation of the special committee, the Company’s board of directors then determined that the transactions contemplated by the A&R SSCSA were not in the best interests of the Company and its stakeholders.

On August 30, 2020, Party 1 submitted a revised indication of interest, which (i) increased the closing date cash consideration to $20.00 per share, (ii) replaced the previously proposed contingent value right with a contingent value right that could pay up to $2.54 per share, payable based on 90% of the net proceeds from the specified litigation in excess of the recovery necessary to ensure that the impact of such litigation on the balance sheet of the Company was no greater than a specified figure, (iii) required that the Company not declare any dividends between signing and closing of a transaction, (iv) added references to closing conditions for financing, rating agency confirmation, and continued employment of certain members of senior management, and (v) indicated that Party 1 was not willing to sign a definitive agreement to acquire the Company unless shareholders beneficially owning a majority of the Company’s outstanding Class A shares delivered a voting agreement in connection with the signing of the transaction.

On September 1, 2020, the special committee met to discuss, among other things, Party 1’s revised indication of interest. The special committee determined that it did not expect to be able to recommend such a proposal to the Company’s board of directors for various reasons, including that the consideration proposed by Party 1 was inadequate and the revised proposal included an unacceptable level of uncertainty due to the proposed closing conditions, and that Party 1’s proposal was not in the best interests of the Company and its stakeholders. The special committee instructed Piper Sandler to convey the same to representatives of Party 1.

On September 7, 2020, Party 1 submitted a further revised indication of interest, which (i) decreased the closing date cash consideration to $19.00 per share, (ii) replaced the previously proposed contingent value right with a contingent value right that could pay up to $3.22 per share, payable based on 90% of the net proceeds from the specified litigation in excess of the recovery necessary to ensure that the impact of such litigation on the balance sheet of the company was no greater than a specified figure, (iii) permitted quarterly dividends of up to $0.10 per quarter subject to certain financial criteria, (iv) eliminated the financing condition in favor of an equity commitment letter for the entire closing date cash consideration amount being contemplated to be delivered at signing, replaced the condition related to continued employment of certain members of management with a signing condition of employment agreements with such individuals, and retained the rating agency condition, (v) included a $15 million termination fee payable by the Company under certain circumstances, and (vi) indicated that Party 1 was not willing to sign a definitive agreement to acquire the Company unless voting agreements were delivered from either (A) holders of at least a majority of the Company’s Class A shares in favor of the transaction or (B) all of the selling shareholders and other holders of Class A shares representing at least 40% of the Company’s outstanding Class A shares, along with holders of a majority of Class A shares agreeing not to vote in favor of (and to vote against) any alternative transaction for 18 months after signing.

Following receipt of Party 1’s revised proposal, the special committee discussed Party 1’s revised proposal, and instructed Piper Sandler to inform Party 1 that the revised proposal did not meet the special committee’s expectations, and that the special committee believed Party 1’s proposal would not gain support from the Company’s board of directors or the selling shareholders unless the consideration was all cash and was at or near the Company’s book value per share.

On September 24, 2020, representatives of Piper Sandler spoke with representatives from Party 1 and delivered the foregoing message. The representatives from Party 1 stated that Party 1 was not willing to further revise the terms reflected in its latest indication of interest, and if such terms were not acceptable to the special committee, it intended to cease its pursuit of a transaction involving the Company. At the direction of the special committee, representatives of Piper Sandler relayed to Party 1 that the special committee did not find Party 1’s revised terms acceptable, and accordingly, Party 1 and the special committee determined to cease discussions regarding a potential transaction involving the Company.

On October 5, 2020, the Company entered into a confidentiality agreement with a subsidiary of Progressive, which included a standstill provision an exclusivity provision until November 1, 2020.

On October 7, 2020, Progressive was granted access to a virtual data room containing certain confidential information requested by Progressive and established by the Company and the Company’s management team.

From October 7, 2020 through the execution of the merger agreement, representatives of the Company and Progressive had numerous meetings with respect to Progressive’s due diligence investigation of the Company.

On October 9, 2020, a representative from Party 5, a specialty insurance company, contacted Mr. Nichols to indicate that it was interested in acquiring the Company. Representatives of Party 5 also indicated to Piper Sandler that Party 5 was primarily interested in acquiring only one of the Company’s businesses rather than the Company as a whole. During the month of November, Mr. Nichols had a general discussion with representatives of Party 5 regarding the special committee’s exploration of strategic alternatives.

On November 25, 2020, Progressive indicated to representatives of Piper Sandler on a non-binding verbal basis that Progressive was interested in acquiring all of the outstanding Company common shares for $20.25 per share in cash (assuming acceleration and payout of all unvested restricted stock awards based on the same price per share).

On November 27, 2020, the special committee met to discuss such non-binding verbal indication of interest. Representatives of Skadden discussed with the special committee the legal principles and standards applicable to its consideration of the Progressive proposal. Representatives of Piper Sandler also provided a detailed summary of Progressive’s due diligence investigation to date and its non-binding verbal expression of interest, and shared that Progressive had complimented the Company’s management and employee base, expressed a commitment to maintaining a significant presence in Carmel, Indiana, and that Progressive believed that the transaction reflected in its proposal was in the best interests of the Company and all its stakeholders, including the Company’s customers, agents and employees.

On November 30, 2020, Progressive submitted a written non-binding proposal to Piper Sandler to acquire the Company’s Class A shares and Class B shares (on a fully-diluted basis) at a purchase price of $20.25 per share, and indicated to representatives of Piper Sandler that it would not be willing to continue conducting diligence and pursuing a potential acquisition of the Company unless the Company agreed to continue its discussions of such a transaction exclusively with Progressive. The written proposal also indicated that Progressive was not willing to enter into a definitive agreement with the Company unless the selling shareholders concurrently signed voting and support agreements in favor of the transaction with Progressive. Members of the special committee instructed representatives of Piper Sandler to ascertain whether Progressive would be willing to pursue an acquisition of the Company for a price per share that was at or near the Company’s book value per share, and to indicate that if Progressive were willing to submit a revised written indication of interest at such an indicative price, the special committee would be willing to agree to a 60-day exclusivity period but that such willingness to proceed on that basis was not an indication that such price per share was adequate.

On December 1, 2020, a representative of Party 5 contacted Mr. Nichols to state that Party 5 had interest in potentially acquiring the Company and would like to conduct due diligence. On December 1, 2020, a customary form of confidentiality agreement was sent to Party 5. On December 3, 2020. Mr. Nichols contacted a representative of Party 5 to ascertain the status of the draft confidentiality agreement, but Party 5 did not respond further.

On December 14, 2020, Progressive submitted to representatives of Piper Sandler a revised written non-binding proposal to acquire all of the outstanding Company common shares for a price of $23.00 per share in cash (on a fully diluted basis). The proposal noted that the per share consideration assumed Progressive’s satisfaction with further review of the specified litigation.

On December 18, 2020, the special committee met to discuss Progressive’s revised proposal. After discussion, the special committee instructed Piper Sandler to inform the representatives of Progressive that the special committee was not prepared to bring Progressive’s request for exclusivity for consideration by the Company’s board of directors, or recommend that it be granted, on the basis of a proposal that contained a diligence condition related to the specified litigation, and to ask Progressive whether it would be willing to use shares of Progressive as consideration and to structure the transaction in a manner that would be tax-free to the Company’s U.S. shareholders for U.S. federal income tax purposes.

Shortly thereafter, representatives of Piper Sandler delivered the foregoing message to representatives of Progressive. As part of such discussions, Progressive indicated to Piper Sandler that Progressive was focused on acquiring the Company for all cash.

On December 22, 2020, Progressive submitted to representatives of Piper Sandler a revised written non-binding proposal to acquire all of the Company’s outstanding common shares for a price of $22.40 per share in cash (on a fully diluted basis), which reflected a reduction from its prior $23.00 per share proposal. The December 22, 2020 proposal from Progressive did not include a diligence contingency regarding the specified litigation that Progressive had included in their previous proposal.

On December 23, 2020, the special committee met to discuss Progressive’s revised proposal. Representatives of Piper Sandler explained that Progressive’s reduction in its proposed purchase price reflected Progressive’s views on valuation in light of the removal of the diligence contingency related to the specified litigation that Progressive had included in its previous proposal. Representatives of Piper Sandler also informed the special committee that Progressive was not interested in using shares of Progressive as merger consideration. The special committee determined that continuing to pursue a transaction with Progressive was in the best interests of the Company and its stakeholders, and that the Committee should inform the Company’s board of directors of Progressive’s non-binding proposal at an upcoming meeting of the Company’s board of directors.

Also at that meeting, the special committee discussed entering into a nomination and standstill agreement with certain of the selling shareholders so that, among other reasons, the Committee could continue to pursue a transaction with Progressive in an orderly manner.

On December 27, 2020, the Company’s board of directors met to discuss, among other things, the special committee’s efforts in pursuing a potential strategic alternative transaction involving the Company. Members of the special committee informed the Company’s board of directors that it had received a proposal from a credible strategic buyer to acquire the Company’s outstanding common shares for a price of $22.40 per share in cash. The Company’s board of directors then authorized the Company to enter into a 60-day exclusivity agreement with Progressive and to deliver a nomination and standstill agreement to representatives of the selling shareholders. Following such meeting, the form of nomination and standstill agreement was sent to representatives of the selling shareholders.

On December 29, 2020, the Nominating and Governance Committee of the Company’s board of directors met to discuss, among other things, the A&R SSCSA and the failure of the selling shareholders to engage with the Company with respect to the proposed nomination and standstill agreement. At such meeting, the Nominating and Governance Committee determined to recommend at the next meeting of the Company’s board of directors that the board of directors should take the necessary actions under applicable Indiana law to classify the Company’s board of directors into three classes, and to appoint the Company’s then-current directors to each class in a specified manner.

On January 3, 2021, the Company’s board of directors met and discussed, among other things, that the selling shareholders had not substantively engaged with the Company in respect of the proposed nomination and standstill agreement. The Company’s board of directors then determined that it was advisable and in the best interests of the Company and its stakeholders to take the necessary steps under applicable Indiana law, including amending the Company’s code of by-laws, to classify the Company’s board of directors into three classes, and to appoint Stephen J. Gray, Nathan Shapiro, and Robert Shapiro as Class I directors, Stuart D. Bilton, Otto N.

Frenzel IV, Loriann V. Lowery-Biggers, and James A. Porcari III as Class II directors, and Steven J. Bensinger, Jeremy D. Edgecliffe-Johnson, David W. Michelson, and John D. Nichols, Jr. as Class III directors. The Company disclosed such amendments in a Form 8-K filed with the SEC on January 4. 2021.

On January 8, 2021, the Company and Progressive entered into an exclusivity agreement providing that the Company would not solicit a potential strategic transaction involving the Company with any person other than Progressive for 60 days.

During the period from January 8, 2021 through February 11, 2021, Progressive conducted additional extensive diligence on the Company, and the Company’s management had numerous detailed diligence sessions with representatives from Progressive.

On January 13, 2021, representatives of Skadden sent an initial draft of the merger agreement to representatives of Baker & Hostetler LLP (“Baker”), Progressive’s legal counsel.

On January 24, 2021, representatives of Skadden sent an initial draft of a form of voting and support agreement to representatives of Baker, the terms of which the parties continued to negotiate, exchanging drafts prior to the execution of the voting and support agreement (the “voting agreement”) on February 14, 2021.

On January 27, 2021, representatives of Skadden participated in a teleconference with representatives of Baker to discuss the terms of the merger agreement.

On January 29, 2021, representatives of Baker sent a revised draft of the merger agreement to representatives of Skadden. Baker’s revised draft provided, among other things, that the Company would be prohibited from paying quarterly dividends after signing, revised the standards related to the efforts required from Progressive with respect to obtaining regulatory approvals, provided for a shorter outside date of the agreement, provided for a termination fee equal to 4.5% of the Company’s implied equity value based on the merger consideration, and included additional events that would trigger the Company’s obligation to pay the termination fee.

On February 1, 2021, after discussing the material issues raised by the Baker draft of the merger agreement with Messrs. Nichols and Bensinger (the chairman and vice chairman of the special committee, respectively) and representatives of the Company’s senior management, representatives of Skadden sent a revised draft of the merger agreement to representatives of Baker.

On February 5, 2021, representatives of Baker sent a revised draft of the merger agreement to representatives of Skadden that, among other things, while including some incremental changes (including by providing that the Company’s unvested equity awards would not accelerate at closing), reverted to prior positions on certain material issues, including providing that the Company would be prohibited from paying quarterly dividends after signing, revising the standards related to the efforts required from Progressive with respect to obtaining regulatory approvals, providing for a shorter outside date of the agreement, providing for a termination fee equal to 4.5% of the Company’s implied equity value based on the merger consideration, and including additional events that would trigger the Company’s obligation to pay the termination fee.

That same day, the special committee met to discuss the revised merger agreement, and also discussed that it was unlikely that the selling shareholders would be willing to take the actions required under the A&R SSCSA to support any substitute acquisition unless (i) the Company were willing to reimburse the selling shareholders’ for their obligation to pay the reimbursement payment to the revised SSCSA offering parties and (ii) the price per share of Company common shares in an acquisition of the Company was at least $23.30. Representatives of Skadden reminded the special committee that Progressive indicated it would be unwilling to execute the merger agreement unless such selling shareholders delivered such a voting and support agreement. The special committee determined that the Company should prepare and negotiate with Progressive a form of agreement between the Company and the selling shareholders providing for the reimbursement of such expenses of the selling shareholders, subject to a cap to be determined, so that the Company could, if the Company were able to negotiate a transaction with Progressive that the board of directors determined to be in the best interests of the Company and its stakeholders, but which Progressive would not enter into without a voting and support agreement from the selling shareholders, provide the selling shareholders with a form of the merger agreement, voting agreement and expense reimbursement agreement along with a request for the selling shareholders to take the necessary steps under the A&R SSCSA to support a transaction with Progressive. The special committee then instructed Piper Sandler to inform Progressive that the special committee

did not believe the selling shareholders would support a transaction with Progressive unless it resulted in at least the same consideration payable to the selling shareholders, after giving effect to the waterfall applicable to substitute acquisitions set forth in the A&R SSCSA, in respect of the selling shareholders’ Class A shares as the tender offer contemplated by the A&R SSCSA.

Shortly thereafter, representatives of Piper Sandler delivered the foregoing message to representatives of Progressive.

On February 6, 2021, Skadden delivered an initial draft of a form of expense reimbursement agreement to Baker, the terms of which the parties continued to negotiate, exchanging drafts prior to the execution of the expense reimbursement agreement on February 14, 2021.

On February 7, 2021, representatives of Skadden participated in a teleconference with representatives of Baker to discuss issues identified by Skadden in Baker’s revised draft of the merger agreement, including, among other items, the price per share proposed by Progressive, Progressive’s proposal that the Company not be permitted to pay regular quarterly dividends during the period between signing and closing, the treatment of the Company’s equity awards, the standards related to the efforts required from Progressive with respect to obtaining regulatory approvals (including the definition of “burdensome condition”), the scope of termination events that would trigger the payment of a termination fee by the Company, the size of the termination fee payable by the Company under certain circumstances, the terms of Progressive’s employee benefit covenants following the closing, and the size of the cap on the Company’s expense reimbursement obligation to the selling shareholders.

On February 9, 2021, representatives of Skadden sent a revised merger agreement to representatives of Baker.

On February 11, 2021, Messrs. Nichols and Bensinger and representatives from Skadden engaged in negotiations with Messrs. Raeth and Barbagallo from Progressive and representatives from Baker, resolving all but the price per share. During such negotiations, the representatives from Progressive initially expressed that there were several open items that were still under consideration in their internal discussions, and that they were not able to offer a price per share that was at the level that the special committee could support. Among those items, the representatives of Progressive mentioned the costs associated with certain severance rights in Mr. Edgecliffe-Johnson’s existing employment agreement (and the fact that the transaction could trigger his ability to collect severance should he choose to leave the Company) were a barrier to any further increase in the price per share that Progressive was prepared to offer. Mr. Nichols called Mr. Edgecliffe-Johnson to request that he waive, for one year, certain “good reason” and other rights to which he could be entitled under his employment agreement in connection with a potential sale of the Company. Mr. Edgecliffe-Johnson agreed to do so if this would result in an increase in the price per share offered by Progressive to a level that the Company’s board of directors could support. As part of the negotiations with the representatives from Progressive, Mr. Edgecliffe-Johnson’s willingness to waive certain of his rights under his employment agreement for a period of one year after the closing of a transaction was offered to Progressive contingent on Progressive’s best and final offer being at a level the Company’s board of directors could support. Also as part of these negotiations, Messrs. Raeth and Barbagallo indicated that, should Progressive make a final offer at the level being sought, it would require that the Company agree that the termination fee be $13,335,000 and that the scope of the termination events that would trigger the termination fee by the Company would need to reflect Progressive’s position (although Progressive would agree to a longer outside date).

On the evening of February 12, 2021, representatives of Progressive contacted representatives of Piper Sandler and Mr. Nichols to increase Progressive’s offer price to $23.30 per share of Company common shares, and indicated that this was Progressive’s best and final offer. Representatives of Progressive also reiterated that it would require the voting agreement from the selling shareholders under the A&R SSCSA and would not be willing to negotiate with them on the offer price or terms of the merger agreement.

During the period from February 9, 2021 to February 13, 2021, representatives of Skadden continued to revise the terms and conditions of the merger agreement, voting and support agreement and form of expense reimbursement agreement and exchange drafts with Baker reflecting the negotiations between the parties.

The special committee held a special meeting during the morning of February 13, 2021. Representatives of Skadden and Barrett McNagny LLP (“Barrett”), the Company’s Indiana legal counsel, discussed with the special committee the legal principles and standards applicable to its consideration of the proposed transaction. Representatives of Skadden also reviewed the terms and conditions set forth in the proposed merger agreement, including, among other things, the parties’ respective termination rights (including the Company’s right to

terminate the agreement if the Company’s board of directors in the exercise of its fiduciary duties, determines to enter into a transaction in respect of a superior proposal), the termination fee and other amounts payable in connection with certain termination events under the proposed merger agreement, the obligations of the parties to obtain applicable regulatory approvals, the definition of a “Company material adverse effect” and the applicable closing conditions. Representatives of Skadden also reviewed with the special committee the terms and conditions of the voting and support agreement and expense reimbursement agreement to be entered into by the selling shareholders, noting that those agreements would need to be finalized with the selling shareholders before the Company entered into the merger agreement. Representatives of Piper Sandler then reviewed with the special committee Piper Sandler’s financial analysis of the merger consideration, as more fully described below under the heading “—Opinion of the Company’s Financial Advisor,” and rendered to the special committee its oral opinion that, as of that date and based on and subject to various assumptions, matters considered and limitations described in the opinion, the merger consideration was fair, from a financial point of view, to the holders of Company common shares, other than shares owned by the Company and its subsidiaries or Progressive and its subsidiaries (and such opinion was subsequently confirmed in writing by Piper Sandler on February 13, 2021). After discussion, and in light of the special committee’s review and consideration of the factors described under “—Protective’s Reasons for the Merger; Recommendation of Protective’s Board of Directors,” the special committee unanimously determined that the merger agreement, the merger and the other transactions contemplated thereby were fair to, advisable and in the best interests of the Company and its stakeholders (including its shareholders), and, subject to finalization of transaction documentation consistent with the terms presented to the special committee, the special committee unanimously determined to recommend at the next meeting of the Company’s board of directors that the board of directors adopt the merger agreement and the merger and approve the transactions contemplated thereby and recommend the approval by the Company Class A shareholders of the merger agreement, the merger and the other transactions contemplated thereby.

The Company’s board of directors held a special meeting during the evening of February 13, 2021. Representatives of Skadden and Barrett discussed with the Company’s board of directors the legal principles and standards applicable to its consideration of the proposed transaction. Representatives of Skadden also reviewed the terms and conditions set forth in the proposed merger agreement, including, among other things, the parties’ respective termination rights (including the Company’s right to terminate the agreement if the Company’s board of directors in the exercise of its fiduciary duties, determines to enter into a transaction in respect of a superior proposal), the termination fee and other amounts payable in connection with certain termination events under the proposed merger agreement, the obligations of the parties to obtain applicable regulatory approvals, the definition of a “Company material adverse effect” and the applicable closing conditions. Representatives of Skadden also reviewed with the Company’s board of directors the terms and conditions of the voting agreement and expense reimbursement agreement to be entered into by the selling shareholders, noting that those agreements would need to be finalized with the selling shareholders before the Company entered into the merger agreement. Representatives of Piper Sandler then reviewed with the Company’s board of directors Piper Sandler’s financial analysis of the merger consideration, as more fully described below under the heading “—Opinion of the Company’s Financial Advisor,” and rendered to the Company’s board of directors its oral opinion that, as of that date and based on and subject to various assumptions, matters considered and limitations described in the opinion, the merger consideration was fair, from a financial point of view, to the holders of Company common shares, other than shares owned by the Company and its subsidiaries or Progressive and its subsidiaries (and such opinion was subsequently confirmed in writing by Piper Sandler on February 13, 2021). The special committee also delivered its recommendation as described in the preceding paragraph. After discussion, and in light of the Company’s board of directors’ review and consideration of the factors described under “—Protective’s Reasons for the Merger; Recommendation of Protective’s Board of Directors,” the Company’s board of directors unanimously determined that the merger agreement, the merger and the other transactions contemplated thereby were fair to, advisable and in the best interests of the Company and its stakeholders (including its shareholders), and, subject to finalization of transaction documentation consistent with the terms presented to the Company’s board of directors, the Company’s board of directors unanimously determined to adopt the merger agreement and the merger and approve the transactions contemplated thereby and recommend that the Company Class A shareholders approve the merger agreement, the merger and the other transactions contemplated thereby. The Company’s board of directors approved the merger agreement and the related transaction documents and the transactions contemplated by such documents and authorized certain officers of the Company to execute on behalf of the Company the merger agreement and the related transaction documents.

On February 13, 2021, representatives of Skadden delivered to representatives of Sidley Austin LLP (“Sidley”), counsel to the selling shareholders, drafts of the expense reimbursement agreement and the voting agreement and a copy of the form of merger agreement.

On or prior to February 14, 2021, the selling shareholders delivered the notice required under the A&R SSCSA, enabling the selling shareholders to enter into the voting and support agreement.

Skadden, Baker and Sidley negotiated the terms of the expense reimbursement agreement and the voting agreement through the execution of those documents on February 14, 2021.

On February 14, 2021, following the completion of definitive transaction documentation during the course of the day on February 14, 2021, the Company, Progressive and Merger Sub entered into the merger agreement, and the Company, Progressive and the selling shareholders entered into the voting agreement, and the Company and the selling shareholders entered into the expense reimbursement agreement.

The Company and Progressive issued a joint press release prior to the opening of trading markets on February 16, 2021, announcing the transaction.

The Company and Parent filed their respective HSR Act notifications on March 4, 2021, resulting in a waiting period ending at 11:59 p.m. on April 5, 2021.

The Company’s board of directors has unanimously (1) determined that the plan of merger, the merger agreement, the merger and the other transactions contemplated thereby are fair to, advisable and in the best interests of the Company and its stakeholders (including the Company’s shareholders), (2) adopted the plan of merger, the merger agreement and the merger and approved the other transactions contemplated thereby and (3) declared the advisability and recommended the approval by the Company voting shareholders of the merger agreement, the merger and the other transactions contemplated thereby. Accordingly, the Company’s board of directors unanimously recommends that the Company shareholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

As described in the section of this proxy statement titled “The Merger—Background of the Merger,” the Company’s board of directors, prior to and in reaching its determination at its meeting on February 13, 2021 that the merger, on the terms and subject to the conditions set forth in the merger agreement, is in the best interests of the Company and its shareholders and other stakeholders, consulted with the Company’s management, financial advisor and outside legal counsel and considered a variety of potentially positive factors relating to the merger, including, but not limited to, the following:

In the course of its deliberations, the Company’s board of directors, in consultation with the Company management and legal and financial advisors, also considered a variety of risks and other potentially negative factors relating to the merger, including the following:

The foregoing discussion of factors considered by the Company’s board of directors is not intended to be exhaustive, but the Company’s board of directors believes that it includes the material factors considered by the Company’s board of directors. These factors are not listed in any particular order of priority. In light of the variety of factors considered in connection with its evaluation of the merger, the Company’s board of directors did not find it practicable to, and did not quantify or otherwise assign relative weights to the specific factors

considered in reaching its determinations and recommendations. Moreover, each member of the Company’s board of directors present applied his or her own personal business judgment to the process and may have given different weight to different factors. The Company’s board of directors based its recommendation on the totality of the information presented.

The Company’s board of directors unanimously recommends that you vote “FOR” approval of the merger proposal, “FOR” approval of the merger-related compensation proposal and “FOR” approval of the adjournment proposal.

The foregoing discussion of the information and factors considered by the Company’s board of directors is forward-looking in nature. This information should be read in light of the factors described in the section of this proxy statement titled “Cautionary Statement Concerning Forward-Looking Information.”

Pursuant to an engagement letter dated May 12, 2020, Piper Sandler was retained by the special committee to advise the special committee in its exploration of the Company’s strategic alternatives and negotiations with third parties and, if requested, to deliver its opinion to the special committee and the board of directors as to the fairness, from a financial point of view, to the holders of Company common shares of the consideration payable to the Company’s shareholders in a proposed strategic transaction. The special committee had evaluated engaging Piper Sandler and certain other possible financial advisors, and ultimately selected Piper Sandler to act as its financial advisor in connection with a potential strategic transaction on the basis of, among other things, Piper Sandler’s industry expertise, historical knowledge of the Company, experience advising public companies and the fact that the fees proposed by Piper Sandler in connection with its engagement reflected a more competitive fee structure than those of the other financial advisor that the special committee believed could be well suited to represent the special committee. At meetings of each of the special committee and board of directors on February 13, 2021, Piper Sandler issued its oral opinion to the special committee and to the board of directors, later confirmed in a written opinion of the same date, that, based upon and subject to the assumptions, procedures, considerations and limitations set forth in the written opinion and based upon such other factors as Piper Sandler considered relevant, the merger consideration is fair, from a financial point of view, to the holders of Company common shares (other than shares owned by the Company and its subsidiaries or by Parent and its subsidiaries) as of the date of the opinion.

The full text of the written opinion of Piper Sandler, dated February 13, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and limitations on the scope of the review undertaken by Piper Sandler in rendering its opinion, is attached as Annex [B] to this proxy statement. The Piper Sandler opinion addresses only the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to the holders of Company common shares (other than shares owned by the Company and its subsidiaries or Parent and its subsidiaries). Piper Sandler’s opinion was directed solely to the special committee and the board of directors of the Company in connection with consideration of the merger agreement and was not intended to be, and does not constitute, a recommendation to any shareholder of the Company as to how such shareholder should vote at any meeting of shareholders called to consider and vote upon approval of the merger agreement and the transactions contemplated therein, including the merger. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee and Piper Sandler has consented to the disclosure of its opinion in this proxy statement.

In connection with rendering the opinion described above and performing its financial analyses, Piper Sandler, among other things:

The following is a summary of the material financial analyses performed by Piper Sandler in connection with the preparation of its fairness opinion, which was reviewed with, and formally delivered to, the special committee and the board of directors at their respective meetings held on February 13, 2021. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Piper Sandler or of its presentations to the special committee and the board of directors on February 13, 2021. You are urged to, and should, read the Piper Sandler opinion in its entirety and this summary is qualified in its entirety by the written opinion of Piper Sandler attached as Annex [B] to this proxy statement, which is incorporated herein.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Sandler. The tables alone do not constitute a complete summary of the financial analyses performed by Piper Sandler. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Sandler, the special committee, or the board of directors. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 11, 2021, and is not necessarily indicative of current market conditions.

For purposes of its analyses, Piper Sandler calculated the Company’s equity value implied by the merger consideration to be approximately $337.6 million, based on information provided to Piper Sandler by the Company’s management that, as of February 11, 2021, 2,603,350 Company Class A Shares were issued and outstanding and 11,886,850 Company Class B Shares were issued and outstanding (of which 339,592 were Company RSAs, which are unvested awards of Company Class B shares).

Piper Sandler reviewed the financial terms of the proposed transaction. At the effective time, each Company common share issued and outstanding immediately prior to the effective time (other than shares owned by the Company and its subsidiaries or by Parent and its subsidiaries immediately prior to the effective time and Company RSAs) will be canceled and converted into the right to receive the merger consideration of $23.30 per Company common share in cash, without interest and less any required withholding tax, and each Company RSA will be canceled and converted into the right to receive an amount equal to (x) the number of Company common shares subject to such Company RSA multiplied by (y) the merger consideration of $23.30 per share, payable in cash, without interest and less any applicable taxes, through the Company’s payroll. Based on the merger consideration of $23.30 per share, and the number of outstanding shares provided by Company management described above, Piper Sandler calculated the aggregate purchase price for all Company common shares to be $337,621,660. Multiples based on EPS reflect preliminary December 31, 2020 share count of 14,010,372 as

provided by Company management, which was later updated to 14,269,984 for public filings. Based upon historical financial information of the Company as of September 30, 2020, preliminary estimates for certain financial information of the Company as of December 31, 2020, as described in more detail in the section of this proxy statement entitled “Certain Company Prospective Financial Information” beginning on page [40], publicly available market trading information and internal EPS estimates for the Company provided by the Company’s management, Piper Sandler calculated the following implied transaction metrics :

Piper Sandler also reviewed the publicly available historical reported trading prices of the Company’s Class A shares and Class B shares and the Company’s historical price to book multiples, respectively, for the one-year, three-year and five-year periods ending February 11, 2021. Piper Sandler then compared the relationship between the relative performance of the trading prices of the Company’s Class A and Class B shares and historic price to book multiples to the trading prices and historical price to book multiples of the SNL Financial U.S. Insurance P&C stock index which is composed of other property and casualty (which we refer to as “P&C”) insurance companies.

Piper Sandler used publicly available information to compare selected financial and market trading information for the Company with a group of P&C insurance companies selected by Piper Sandler based on its professional judgment, which included all publicly traded U.S. P&C insurance companies with market capitalizations between $50 million and $1.5 billion, greater than 55.0% of total premiums generated from commercial lines of business and net premiums written to direct premiums written ratios greater than 50.0%. The selected P&C insurance holding companies consisted of the following publicly traded insurance holding companies:

The analysis compared publicly available financial and market trading information for the Company and the high, mean, median and low market data for the selected P&C insurance holding companies included in the analysis as of or for the last twelve-month period ending September 30, 2020. The table below sets forth the data based on market trading data as of February 11, 2021:

Piper Sandler performed an illustrative net present value analysis to determine a range of implied net present values of a Company common share based on projections prepared by the Company’s management and the assumed continuation of the Company’s payment of ordinary quarterly cash dividends of $0.10 per share throughout the projection period. Piper Sandler used discount rates of 10.0% to 12.0%, terminal values calculated using exit multiple ranges of 0.60x-1.00x price to December 31, 2024 (the end of the period for the Company projections) book value per share and 8.0x-12.0x price to 2024 operating earnings per share (with such book value and operating earnings per share being those provided by the Company’s management in the Company projections). Piper Sandler selected the ranges of exit multiples used to derive the ranges of terminal values based on its professional expertise. Piper Sandler selected the range of discount rates based on its professional expertise, using as its midpoint the Company’s cost of equity capital calculated using the capital asset pricing model. Piper Sandler also calculated terminal values per Company common share by calculating performance relative to the achievement of the projections of -20.0% to 20.0% on both price to book value per share and price to operating earnings per share (with such book value and operating earnings per share being those provided by the Company’s management in the Company projections), and assumed returns were discounted back to December 31, 2020 for purposes of the analysis. In the calculation of performance relative to the achievement of projections, the achievement reflects performance applied to book value per share and operating earnings per share and the quarterly dividend assumed to be paid during the projection period. This analysis resulted in a range of implied net present values per share of the Company’s common shares of $11.75 to $28.39.

Piper Sandler reviewed all ten merger and acquisition transactions announced between January 1, 2012 and February 2, 2021 involving cash acquisitions of U.S. and Bermuda-based publicly traded P&C insurance companies with deal values of less than $1.5 billion (which we refer to as the “M&A transactions”). In each of the M&A transactions, Piper Sandler reviewed the following multiples: (i) deal value per share to book value per share, (ii) deal value per share to last twelve months earnings per share, (iii) deal value per share to estimated next twelve months earnings per share, (iv) last twelve months return on average equity, (v) premium to share price one day before announcement and (vi) premium to share price 30 days before announcement. The M&A transactions and the high, mean, median and low multiples for the M&A transactions are set forth in the following tables:

The summary set forth above does not contain a complete description of the analyses performed by Piper Sandler, but instead summarizes the material analyses performed by Piper Sandler in rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Piper Sandler believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the Piper Sandler opinion. In arriving at its opinion, Piper Sandler considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Piper Sandler made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Sandler’s view of the actual value of the Company common shares.

None of the selected companies or transactions used in the analyses above is directly comparable to the Company or the transactions contemplated by the merger agreement, including the merger. Accordingly, an analysis of the results of the comparisons is not purely mathematical; rather, it involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target companies in the selected transactions and other factors that could affect the public trading value or transaction value of the companies involved.

Piper Sandler performed its analyses solely for purposes of providing its opinion to the special committee and the Company’s board of directors. In performing its analyses, Piper Sandler made numerous assumptions with respect to the capital markets, industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Piper Sandler are based upon certain preliminary estimated financial information for the Company for the year ended December 31, 2020 as well as internal financial projections for the Company for the years ending December 31, 2021 through December 31, 2024, furnished to Piper Sandler by the Company’s management and presented in more detail in the section entitled “Certain Company Prospective Financial Information” beginning on page [40] of this proxy statement, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. Such preliminary estimated financial information and internal financial projections are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. With respect to such preliminary estimated financial information and internal financial projections, management of the Company confirmed to Piper that such preliminary estimated financial information and internal financial projections reflected the best then-currently available projections of management with respect to the future financial performance of the Company, and Piper Sandler assumed that such performance would be achieved. Piper Sandler expressed no opinion as to such preliminary estimated financial information and internal financial projections or the assumptions on which they were based. Piper Sandler does not assume responsibility if future results are different from such preliminary estimated financial information and internal financial projections.

Piper Sandler’s opinion was one of many factors taken into consideration by the board of directors in making the unanimous determination to adopt the merger agreement and the merger and approve the transactions contemplated thereby and recommend that the Class A shareholders vote in favor of the merger and by the special committee in unanimously recommending that the board of directors make such determination and recommendation. The above summary does not purport to be a complete description of the analyses performed by Piper Sandler in connection with the opinion or of its presentations to the special committee and the board of directors on February 13, 2021, and is qualified in its entirety by reference to the written opinion of Piper Sandler attached as Annex [B] to this proxy statement.

In arriving at its opinion, Piper Sandler relied upon and assumed, without assuming liability or responsibility for, or undertaking or being asked to undertake independent verification of, the accuracy and completeness of all financial and other information that was available to Piper Sandler and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by the Company or its representatives, or that was otherwise reviewed by Piper Sandler. Piper Sandler further relied upon the assurances of management of the Company that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading.

In addition, Piper Sandler assumed, with the Company’s consent, that (i) each of the parties to the merger agreement will comply in all material respects with all material terms and conditions of the merger agreement, that all of the representations and warranties contained in the merger agreement are true and correct in all material respects, that each of the parties to the merger agreement will perform in all material respects all of the covenants and other obligations required to be performed by such party under the merger agreement and that the conditions precedent in the merger agreement are not and will not be waived, (ii) in the course of obtaining any necessary regulatory, governmental or third-party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company, Parent or the merger, and (iii) the merger and any related transactions will be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws, regulations and other requirements.

Piper Sandler did not make an independent evaluation or perform an appraisal of any specific assets or liabilities (contingent or otherwise) of the Company or Parent, and were not furnished or provided with any such evaluations or appraisals. Piper Sandler also assumed that there had been no material change in the financial condition, results of operations, business or prospects of the Company or Parent since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analysis that the Company and Parent will remain as going concerns for all periods relevant to its analyses. Piper Sandler and its representatives are not experts in the evaluation of reserves for property and casualty insurance losses and loss adjustment expenses, and did not make an independent evaluation of the adequacy of the reserves of the Company. In that regard, Piper Sandler made no analysis of, and expressed no opinion as to, the adequacy of the loss and loss adjustment expense reserves of the Company. Piper Sandler expressed no opinion as to the legal, accounting or tax matters relating to the merger.

Piper Sandler’s opinion was necessarily based upon the financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date of its opinion. Events occurring after the date of its opinion could materially affect its opinion. Piper Sandler expressed no opinion as to the trading value of Class A shares or Class B shares at any time. Piper Sandler did not undertake to update, revise, reaffirm or withdraw its opinion or otherwise comment upon any events occurring after the date of its opinion.

Piper Sandler’s opinion addressed only the fairness, from a financial point of view, to the holders of Company common shares (other than shares owned by the Company and its subsidiaries or Parent and its subsidiaries) of the merger consideration, as set forth in the merger agreement, and did not address the underlying business decision of the Company to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for the Company or the effect of any other transaction in which the Company might engage. Furthermore, Piper Sandler expressed no opinion as to the fairness of the amount or nature of the compensation to be received in connection with the merger by any Company or Parent officer, director or employee, or class of such persons, if any, relative to the amount of compensation to be received by any other shareholder.

As a part of its investment banking business, Piper Sandler is regularly engaged in the valuation and disposition of insurance companies and their assets in connection with mergers and acquisitions and other corporate finance and investment banking transactions. The special committee selected Piper Sandler to be its financial advisor and render its fairness opinion in connection with the transactions contemplated by the merger agreement on the basis of, among other things, Piper Sandler’s industry expertise, historical knowledge of the Company, experience advising public companies and the fact that the fee structure proposed by Piper Sandler in connection with its

engagement was more competitive than those of the other financial advisor that the special committee believed could be well suited to representing the special committee.

Prior to delivering its opinion to the special committee and the Company’s board of directors, representatives of Piper Sandler confirmed that to the knowledge of the Piper Sandler transaction team after reasonable inquiry, Piper Sandler disclosed that it had no actual or potential conflicts with respect to (x) engagements during the immediately preceding two years with Parent and its subsidiaries, the selling shareholders, the original SSCSA offering parties, or the A&R SSCSA offering parties, (y) any beneficial ownership of any capital stock or equity of any relevant party by Piper Sandler or any of its affiliates or any direct ownership of any capital stock or equity of any relevant party by any member of the Piper Sandler transaction team, and (z) any other material fact that is known to any current member of the Piper Sandler transaction team and could reasonably be expected to result in a determination that Piper Sandler or any member of the Piper Sandler transaction team has a material conflict with respect to its engagement pursuant to its agreement with the special committee. Piper Sandler has not received or become entitled to receive any fees in respect of investment banking engagements by the Company or its subsidiaries during the two years preceding the delivery of its fairness opinion. Piper Sandler is a full-service investment bank and Piper Sandler and its affiliates may, subject to its agreement with the special committee, pursue or enter into investment banking, financial advisory, securities trading and brokerage activities, as well as certain investment management services, with entities other than the Company, notwithstanding that such entities may be engaged in a business which is similar or identical to the business of the Company or entities which may have conflicting interests with respect to the Company or a tender offer or business combination. In addition, in the ordinary course of business, Piper Sandler and its affiliates may at any time hold long or short positions and may trade or otherwise effect transactions for their own account or the accounts of customers in the Company’s or its affiliates’ debt or equity securities, or the securities of other entities that may be involved in the transactions contemplated by the merger agreement. Piper Sandler may also, in the future, provide investment banking and financial advisory services to the Company or Parent or entities that are affiliated with the Company or Parent, for which Piper Sandler would expect to receive compensation.

Consistent with applicable legal and regulatory requirements, Piper Sandler has adopted policies and procedures to establish and maintain the independence of Piper Sandler’s research department and personnel. As a result, Piper Sandler’s research analysts may hold opinions, make statements or recommendations, and/or publish research reports with respect to the Company and the merger and other participants in the merger that differ from the opinions of Piper Sandler’s investment banking personnel.

In consideration of the financial advisory services provided by Piper Sandler in connection with its engagement by the special committee, the Company has agreed to pay Piper Sandler a fee which is currently estimated to be approximately $4,600,000. A significant portion of the fee is contingent upon the consummation of the merger, and $1,250,000 of such fee has been earned by Piper Sandler in rendering its fairness opinion and is creditable against the total fee. The opinion fee was not contingent upon the consummation of the merger or the conclusions reached in Piper Sandler’s opinion. Additionally, Piper Sandler received a non-refundable retainer fee in an amount equal to $150,000 and a non-refundable monthly retainer fee of $50,000 for each monthly period after its engagement by the Company, which non-refundable retainer fee and non-refundable monthly retainer fee are creditable against the total fee. The Company has also agreed to indemnify Piper Sandler against certain claims and liabilities arising out of Piper Sandler’s engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with Piper Sandler’s engagement.

Although the Company has in the past provided investors with limited financial guidance covering limited areas of its expected financial performance, the Company does not, as a matter of general practice, publicly disclose financial projections because of, among other reasons, the unpredictability of the underlying assumptions and estimates. However, in connection with the Company’s review of potential strategic alternatives, including a potential sale, Company management provided the board of directors, the special committee, and Piper Sandler with certain non-public, unaudited preliminary estimated financial information for the Company for the year ending December 31, 2020 (the “preliminary estimated 2020 Company financial information”) and internal financial projections for the Company for the years ending December 31, 2021 through December 31, 2024 (the “Company projections”). The Company projections were also provided to prospective buyers, including Progressive, that participated in the sale process in connection with their due diligence review of a possible transaction, and which executed non-disclosure agreements. In addition, certain elements of the preliminary

estimated 2020 Company financial information were provided to Progressive. The preliminary estimated 2020 Company financial information and the Company projections were relied upon and used as the basis for the financial analyses conducted by Piper Sandler and are summarized above in “—Opinion of the Company’s Financial Advisor.”

A summary of this financial information is provided below only to provide shareholders of the Company with access to certain preliminary estimated historical financial information and certain prospective financial information concerning the Company that was made available to the board of directors, the special committee, prospective buyers, and Piper Sandler, as described herein. The preliminary estimated 2020 Company financial information and the Company projections were not prepared for purposes of public disclosure. The Company projections were not included in this proxy statement in order to influence any stockholder of the Company to make any decision regarding the proposals relating to the transactions contemplated by the merger agreement or for any other purpose, and readers of this proxy statement are cautioned not to place any reliance on the preliminary estimated 2020 Company financial information or the Company projections included herein. The Company’s actual 2020 results are included in its annual report filed on Form 10-K with the SEC on March 11, 2021.

The preliminary estimated 2020 Company financial information and the Company projections included in this proxy statement are the responsibility of the Company’s management. The preliminary estimated 2020 Company financial information represents theCompany’s management’s reasonable estimates and good faith judgment as to the Company’s financial condition as of, and financialperformance during its fiscal year ended, December 31, 2020, at the time the preliminary estimated 2020 Company financialinformation was prepared, taking into account relevant information available at the time; the preliminary estimated 2020 Companyfinancial information was not audited or reviewed by the Company’s auditor, and should not be relied upon as indicative of theCompany’s financial performance or condition. The Company projections represent Company management’s reasonable estimates and good faith judgments as to the future growth and financial performance of the Company, including forecasts of revenues, that Company management believed were reasonable at the time the Company projections were prepared, taking into account relevant information available at the time. However, this information should not be relied upon as being necessarily indicative of actual future results. Although a summary of the Company projections are presented with numerical specificity, it reflects numerous assumptions and estimates made by the Company’s management, including assumptions and estimates with respect to future industry performance, general business, economic, regulatory, litigation, market and financial conditions, and matters specific to the Company’s business and product lines mix, all of which are difficult to predict and many of which are beyond the Company’s control. The Company projections also reflect the subjective judgment of the Company’s management in many respects and, thus, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Company projections constitute forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including the factors described under “Cautionary Statement Concerning Forward-Looking Information,” the Company’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in the reports filed by the Company with the SEC.

The preliminary estimated 2020 Company financial information and the Company projections were not prepared with a view toward complying with GAAP, the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the preliminary estimated 2020 Company financial information and the Company projections are unaudited. As such, the preliminary estimated 2020 Company financial information does not reflect normal year-end audit adjustments. Neither Ernst & Young LLP, the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, reviewed, or otherwise applied any procedures to, the preliminary estimated 2020 Company financial information and the Company projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability. Accordingly, they assume no responsibility for, and disclaim any association with, the preliminary estimated 2020 Company financial information and the Company projections.

The inclusion of the preliminary estimated 2020 Company financial information and the Company projections should not be regarded as an admission, representation or indication that any of the board of directors, the special committee, the Company, the Company’s management, Piper Sandler, any of their respective advisors or any other person considered, or now considers, the preliminary estimated 2020 Company financial information to be material or an accurate reflection of the Company’s actual 2020 results or the Company projections to be material or a reliable prediction of future results, and the preliminary estimated 2020 Company financial information and Company projections should not be relied upon as such. In fact, the board of directors, the special committee and the Company’s management view the Company projections as non-material because of the inherent risks and uncertainties associated with such long range forecasts. No representation or warranty was made in the merger agreement concerning the preliminary estimated 2020 Company financial information or any prospective financial information, including the Company projections. The preliminary estimated 2020 Company financial information and the Company projections should only be evaluated in conjunction with the historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC.

The preliminary estimated 2020 Company financial information and the Company projections in this proxy statement do not take into account any conditions, circumstances, or events occurring after the date they were prepared, including the transactions contemplated by the merger agreement. The Company does not intend to update or otherwise revise the preliminary estimated 2020 Company financial information and the Company projections to reflect any condition, circumstance, or event existing after the date they were prepared or to reflect the occurrence of any future event (including any failure of the transactions contemplated by the merger agreement to occur), even in the event that any or all of the assumptions underlying the preliminary estimated 2020 Company financial information or the Company projections are in error or are no longer appropriate. The actual audited financial results of the Company for the fiscal year ended December 31, 2020 are available in the Company’s annual report filed on Form 10-K with the SEC on March 11, 2021. In light of the foregoing factors and uncertainties inherent in the preliminary estimated 2020 Company financial information and the Company projections, readers of this proxy statement are cautioned not to place any reliance on the preliminary estimated 2020 Company financial information and the Company projections set forth below.

The merger is not conditioned upon the receipt of financing by Parent or Merger Sub. Parent and Merger Sub have represented in the merger agreement that they will have immediately available funds to pay the aggregate merger consideration and the associated costs and expenses to be paid by Parent and Merger Sub and any other amounts payable in connection with the merger agreement, the merger and the transactions contemplated thereby.

The Company’s executive officers and directors may have interests in the merger that may be different from or in addition to those of Company shareholders generally. The Company’s board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be approved by the shareholders of the Company.

At the effective time, except as otherwise mutually agreed to between Parent and a holder of a Company common share granted pursuant to the Company Long-Term Incentive Plan, effective as of February 13, 2017 (which we refer to as the “Company equity plan”) or otherwise that is subject to transfer restrictions or other restrictions that may lapse on the basis of time (“Company RSA”), the restrictions on each Company RSA issued and outstanding immediately prior to the effective time shall lapse and each Company RSA will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Company common shares subject to the Company RSA, multiplied by (ii) $23.30, plus any cash dividends or cash dividend equivalents accrued on such Company RSA (the “Company RSA consideration”). The surviving corporation will, and Parent will cause the surviving corporation to, pay through the payroll of the surviving corporation to each holder of Company RSA the Company RSA consideration, less any required withholding taxes, within three (3) business days following the effective time of the merger.

The table below sets forth the number of Company RSAs held by each executive officer as of March 10, 2021, and the value that each executive officer can expect to receive for such Company RSAs and any dividends accrued with respect thereto as of the effective time of the merger, assuming an effective time of June 30, 2021 and continued employment or service through such date and based on the per share merger consideration equal to $23.30. As of March 10, 2021, each of the Company’s non-employee directors held 4,222 Company RSAs that will vest on May 5, 2020, prior to the assumed effective time of June 30, 2021. As of March 10, 2021, Mr. Nichols held an additional 21,250 Company RSAs that he received in his capacity as an interim Chief Executive Officer in 2018, as set forth in the table below. At the annual shareholder meeting in May 2021, in lieu of the annual equity awards, the Company’s non-employee directors will be granted a fully vested cash award in an amount of $60,000.

The Company is party to employment, non-competition or confidentiality agreements with all of its executive officers. The employment agreement with Mr. Edgecliffe-Johnson provides that if he is terminated without cause and in anticipation of a change in control to be effectuated within one hundred twenty (120) days of the termination date or by either the Company without cause or by Mr. Edgecliffe-Johnson for good reason on or

before the twenty-four (24)-month anniversary of a change in control, he would be entitled to receive a lump sum severance payment equal to the sum of (i) two (2) times his base salary at the time of termination and (ii) his target STIP and target LTIP bonuses for the year of termination. In addition, any of his then-unvested equity or other LTIP awards will become fully vested, and he would be entitled to receive a reimbursement for the premiums for the continuation of his medical, dental and vision benefits under COBRA for twelve (12) months or, if earlier, until he becomes eligible to receive health benefits under another employer-provided plan or is no longer eligible for continuation benefits under COBRA.

In connection with the execution of the merger agreement, Mr. Edgecliffe-Johnson entered into a letter agreement with the Company (the “CEO Waiver”), under which he agreed that for one (1) year following the closing of the merger, “good reason” under his employment agreement will not be triggered by or as a result of (i) the merger (i.e., by reason of any material diminution of his responsibilities or authorities that automatically occurs because the Company no longer has a class of equity securities that is publicly traded and listed on a securities exchange), (ii) him ceasing to serve on the Company’s board of directors, (iii) any requirement for him to report to an executive officer of Parent or any of its subsidiaries or John Barbagallo, Strategy Advisor, following the closing, (iv) any change in responsibilities or authorities that is materially consistent with similarly situated business unit leaders of Parent and its subsidiaries or that is a result of good faith transition and integration efforts or (v) the individuals who are “continuing independent directors” (as defined in the employment agreement) ceasing for any reason to constitute a 1/2 majority of the independent members of the Company’s board of directors. The CEO Waiver further provides that Mr. Edgecliffe-Johnson may resign during the sixty (60)-day period following the first anniversary of the closing, in which case he will be entitled to receive the severance payment and benefits described in the foregoing paragraph. The parties agreed that if there are no LTIP awards granted to Mr. Edgecliffe -Johnsonfor 2021, the cash severance payment amount will include an additional $900,000, to be paid on the sixty-fifth (65th) day following the termination date. The foregoing is limited to LTIP awards for 2021 and will not apply to 2022 or any year thereafter, and the failure of the Company to grant any LTIP award through the first anniversary of the closing will not constitute good reason.

The Non-Compete, Severance & Confidentiality agreement with Mr. Barnett and the employment agreement with Mr. Omidfar provide that if the executive is terminated without cause and in anticipation of a change in control to be effectuated within one hundred twenty (120) days of the termination date or by either party on or before the twenty-four (24)-month anniversary of a change in control, subject to the executive’s execution and non-revocation of a release, the executive would be entitled to receive a severance payment equal to the sum of (i) his base salary at the time of termination and (ii) his target STIP and target LTIP bonuses for the year of termination. In addition, any of the executive’s then-unvested equity or other LTIP awards will become fully vested and the executive would be entitled to receive a reimbursement for the premiums for the continuation of his medical, dental and vision benefits under COBRA for twelve (12) months or, if earlier, until he becomes eligible to receive health benefits under another employer-provided plan or is no longer eligible for continuation benefits under COBRA.

If payments and benefits under the agreements with Messrs. Edgecliffe-Johnson, Barnett and Omidfar constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and are subject to the excise tax imposed by Section 4999 of the Code, such payments and benefits would be reduced so that no portion of their payments and benefits will be subject to the excise tax, unless they would receive greater payments on an after-tax basis without a reduction.

The Confidentiality, Non-Competition and Non-Solicitation Agreements with each of Messrs. Goldstein and Schmiedt provide that if the executive is terminated without cause or resigns for good reason, which includes resigning on or before the two (2)-year anniversary of a change in control, the executive would be entitled to receive a severance payment equal to the sum of (i) two (2) times his base salary at the time of termination, (ii) his holiday bonus for two (2) years and (iii) his annual incentive bonus (including his STIP and LTIP bonuses) for the year of termination, payable in installments over twenty-four (24) months. In addition, the executive would be entitled to receive a reimbursement for the premiums for the continuation of his medical, dental and vision benefits under COBRA for twelve (12) months or, if earlier, until the executive secures benefits through another means.

Pursuant to the individual agreements described above, each executive officer has agreed to be bound by certain restrictive covenants including non-competition and employee and customer non-solicitation restrictions for twelve (12) months (for Messrs. Edgecliffe-Johnson, Barnett and Omidfar) or twenty-four (24) months

(for Messrs. Goldstein and Schmiedt) following the executive’s termination of employment. The Company is permitted to obtain third-party valuations of restrictive covenants in respect of potential excess parachute payments for “disqualified individuals” (as defined in Section 280G of the Code).

For an estimate of the amounts that would be payable to each executive officer in the event he incurs a qualifying termination under an individual employment, non-competition or confidentiality agreement, see the section entitled “Merger-Related Compensation for Executive Officers” below.

With respect to the year in which the closing of the merger occurs, Parent will honor and pay to each continuing employee an annual cash bonus payable pursuant to the Company’s STIP no later than the time such annual bonus is due under the STIP and prior to March 15 of the year following the year in which the closing occurs; provided that, if a continuing employee, including the executive officers, incurs an involuntary termination without cause prior to such payment date, his or her annual bonus will be paid on a pro rata basis based on the level of performance achievement in a good faith manner consistent with the Company’s past practice.

The only LTIP award granted with respect to 2021 was made to Mr. Edgecliffe-Johnson with a target value of $900,000, and no other executive officers received an LTIP award in 2021. However, solely for purposes of determining each executive officer’s severance payment amount upon a qualifying termination, the Compensation and Human Capital Committee of the Company’s board of directors has approved the following target amounts of deemed LTIP grants with respect to the 2021 fiscal year: Mr. Barnett ($115,500), Mr. Goldstein ($92,500), Mr. Omidfar ($92,500) and Mr. Schmiedt ($92,500).

The merger agreement requires that the Company continue to provide for certain indemnification arrangements for the Company’s current and former officers and directors (as set forth in the Company’s existing articles of incorporation and code of by-laws) and the continuation of certain director and officer insurance arrangements for the benefit of the Company’s current and former officers and directors for six years after the completion of the transactions.

The expense reimbursement agreement requires the Company to reimburse up to $750,000 of certain reimbursement obligations that the Company’s shareholders party to the voting agreement (which we refer to as the “reimbursed parties”), including Mr. Nathan Shapiro (a director of the Company) and certain trusts for which Stephen Gray (a director of the Company) is trustee, have to the offering parties under the A&R SSCSA as a result of terminating certain of their obligations under such agreement.

The Company will reimburse the reimbursed parties in an aggregate amount equal to the lesser of (x) $750,000 and (y) the reimbursement payment (as defined in the SSCSA) (the amount determined by the operation of clauses (x) and (y), the “reimbursement amount”) if, but only if, each reimbursed party concurrently executes and delivers to the Company the voting agreement herewith.

In connection with any demand to be reimbursed pursuant to the expense reimbursement agreement, the reimbursed parties will deliver to the Company a written certificate setting forth the amount demanded to be reimbursed certifying that such amount constitutes part of the reimbursement payment (as defined in the SSCSA), an invoice showing the amounts of fees and expenses that comprise such demanded amount, and reasonable documentation underlying such fees and wire instructions for the purpose of paying the reimbursement amount (the “payment certificate”). The Company agreed to make any payment of the reimbursement amount promptly (and within one business day after the date such payment is required under the expense reimbursement agreement) by wire transfer of immediately available funds to the account or accounts designated in the payment certificate following the later of the delivery of (a) the transaction notice or (b) the payment certificate.

The reimbursed parties agreed to enforce their rights under the SSCSA to cause the offering parties to make any “true up” payment contemplated by the definition of reimbursement payment, and if any such payment is payable by the offering parties, to promptly (and in any event, within one business day) pay any such “true up”

payment to the Company by wire transfer of immediately available funds to an account designated in writing by the Company (other than any portion of such “true up” payment that is in respect of the excess of the reimbursement payment (as defined in the SSCSA) over the reimbursement amount).

The “reimbursement payment” is defined in this proxy statement and in the A&R SSCSA to mean a cash payment made by the shareholders party to the A&R SSCSA to the offering parties that is equal to: (a) fifty percent (50%), multiplied by (b) the dollar amount of legal fees and expenses incurred by the offering parties in the aggregate with respect to the consideration, negotiation and analysis of the SSCSA, the A&R SSCSA, and all matters arising out of or ancillary thereto, including the preparation and filing of forms, schedules, exhibits, and other documents with the SEC to disclose the terms and conditions of the SSCSA, the A&R SSCSA, or any matters related thereto, and any matters arising out of or related to an acquisition proposal and substitute transaction, from the time period beginning upon the inception of the negotiation of the SSCSA among the parties to the A&R SSCSA and ending upon the consummation of a substitute acquisition, all of which fees and expenses being documented in reasonable detail by the offering parties to the shareholders party to the A&R SSCSA (subject to redactions for privileged information and the like), and which shall include a reasonable estimate for legal fees and expenses to be incurred subsequent to the date that a reimbursement payment is made if a reimbursement payment is required to be made prior to the date upon which a substitute acquisition is consummated, which estimate will be trued up by the parties to the A&R SSCSA promptly following the conclusion of such substitute acquisition.

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation and benefits for each named executive officer of the Company that is based on or otherwise relates to the merger. The amounts set forth in the table below are based on multiple assumptions that may or may not actually prove correct, including:

As a result, the actual amounts, if any, to be received by a named executive officer in connection with the merger may differ materially from the amounts set forth below. The amounts in respect of the merger-related compensation set forth in the table below are subject to a nonbinding advisory vote of the Company’s shareholders, as described under the section of this proxy statement titled “The Special Meeting–Purposes of the Special Meeting,” beginning on page [81].

Applicable SEC disclosure rules require the Company’s named executive officers for purposes of this disclosure to consist of the Company’s named executive officers for whom disclosure was required in the Company’s most recent proxy statement filed with the SEC. However, Mr. William C. Vens, for whom disclosure was required for 2020 (the year of the most recent proxy statement filed with the SEC), terminated employment with the Company prior to, and not because of, the merger, in 2019. Therefore, he will receive no amounts in connection with the merger.

The Company has determined that, in addition to Mr. Vens, Messrs. Jeremy D. Edgecliffe-Johnson, John R. Barnett, Jeremy F. Goldstein, John D. Nichols, Jr., Bahrarm D. Omidfar, Patrick S. Schmiedt and Matthew A. Thompson were each named executive officers for 2020.

The Company customarily pays a quarterly cash dividend on the Company common shares. Under the terms of the merger agreement, prior to the effective time, the Company is permitted to declare and pay regular quarterly dividends of $0.10 per share of Company common shares.

Each of the parties has agreed, subject to the terms and conditions of the merger agreement, to cooperate with the other parties and use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to the merger agreement and to consummate and make effective, as promptly as practicable, the merger and the other transactions contemplated by the merger agreement.

Under the HSR Act, the Company and Parent cannot consummate the merger until the Company and Parent have notified the Antitrust Division and the FTC of the merger and furnished them with certain information and materials relating to the merger and the applicable waiting period has terminated or expired. The termination or expiration of the waiting period means the parties have satisfied the regulatory requirements under the HSR Act. The Company and Parent filed the required notifications with the Antitrust Division and the FTC on March 4, 2020, resulting in a waiting period expiring at 11:59 p.m. on April 5, 2021.

The insurance laws and regulations of all 50 U.S. states and the District of Columbia generally require that before the acquisition of control of an insurance company, either through the acquisition of or merger with the insurance company or a holding company of that insurance company, the acquiring party must obtain approval from the insurance regulator of the insurance company’s state of domicile. In addition, many U.S. state insurance laws require prior notification to state insurance departments of an acquisition of control of a non-domiciliary insurance company doing business in that state if the acquisition would result in specified levels of market concentration. While these prior-notification statutes do not authorize the state insurance departments to disapprove the acquisition of control, they authorize regulatory action in the affected state, including requiring the insurance company to cease and desist from doing certain types of business in the affected state or denying a license to do business in the affected state, if particular conditions exist, such as substantially lessening competition in any line of business in such state.

Applications or notifications in connection with the merger or the changes in control of various subsidiaries of the Company that may be deemed to occur as a result of the merger have been filed, pursuant to the merger agreement, with various U.S. state regulatory authorities, including the Indiana Department of Insurance and the Texas Department of Insurance. Of the insurance and other regulatory approvals outside of the termination or expiration of the waiting period under the HSR Act, only the approval of the Indiana Department of Insurance is a condition to the obligations of the Company, Parent and Merger Sub to consummate the merger. See the section of this proxy statement titled “The Merger Agreement—Conditions to Closing.”

Although the Company and Parent do not expect these regulatory authorities to raise any significant concerns in connection with their review of the merger, there is no assurance that the Company and Parent will obtain all required regulatory approvals on a timely basis, if at all, or that the approvals will not include restrictions, conditions, limitations or requirements that would constitute a burdensome condition which, in such case, could result in an inability to obtain required regulatory approvals.

Other than the approvals and notifications described above, neither the Company nor Parent is aware of any material regulatory approvals required to be obtained, or waiting periods required to expire, after the making of a filing. If the parties discover that other approvals or filings and waiting periods are necessary, they will seek to obtain or comply with them, although, as is the case with the regulatory approvals described above, there can be no assurance that they will be obtained on a timely basis, if at all.

Prior to the effective time, Parent will enter into an agreement with a paying agent to act as paying agent for the payment of the merger consideration upon surrender of the certificates, in the case of certificated shares, and automatically, in the case of book-entry shares. Immediately prior to the effective time, Parent will deposit with the paying agent cash in the aggregate amount required to pay the merger consideration in respect of the shares (we refer to such cash amount as the “exchange fund”).

As promptly as practicable, but in no event later than five business days after the effective time, the paying agent will mail to each holder of record of a certificate or certificates that, immediately prior to the effective time, represented outstanding shares subsequently converted into the right to receive the merger consideration (i) a letter of transmittal that (a) will specify that delivery will be effected and risk of loss and title to the certificates will pass only upon proper delivery of the certificates to the paying agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement) and (b) will be in such form and have such other provisions as the surviving corporation may specify, subject to the Company’s reasonable approval (to be obtained prior to the closing) and (ii) instructions for use in effecting the surrender of the certificates in exchange for the merger consideration.

Upon surrender of a certificate for cancellation to the paying agent, together with a letter of transmittal, duly completed and executed, and any other documents reasonably required by the paying agent or the surviving corporation, (i) the holder of such certificate will be entitled to receive in exchange, and Parent will cause the paying agent to pay and deliver as promptly as practicable and in any event within three business days of receipt by the paying agent of surrender of a certificate of cancellation to the paying agent (or after the date that is the first anniversary of the closing, by the Company or paying agent) of the required documents, the merger consideration and (ii) the certificate so surrendered will be canceled. No interest will be paid or accrued on the cash payable upon surrender of the certificates. Until surrendered, each such certificate will be deemed at any time after the effective time to represent only the right to receive upon such surrender the applicable merger consideration.

Any holder of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the merger consideration that such holder is entitled to receive. Instead, each holder of record of one or more book-entry shares whose shares were converted into the right to receive the merger consideration will automatically upon the effective time (or, at any later time at which such book-entry shares will be converted) be entitled to receive, and Parent will cause the paying agent to pay and deliver as promptly as practicable, and in any event within three business days, the merger consideration.

In the event of a transfer of ownership of shares that is not registered in the transfer records of the Company, the appropriate amount of the merger consideration may be paid to a transferee if the certificate representing such shares is presented to the paying agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the paying agent to evidence and effect such transfer and to evidence that any applicable taxes have been fully paid.

All merger consideration paid upon the surrender for exchange of shares in accordance with the terms of the merger agreement, in the case of certificated shares, or automatically, in the case of book-entry shares, will be deemed to have been paid in full satisfaction of all rights pertaining to such shares, and, after the effective time,

there will be no further registration of transfers on the transfer books of the surviving corporation of the shares that were issued and outstanding immediately prior to the effective time. If, after the effective time, certificates or book-entry shares are presented to the surviving corporation for any reason, they will be canceled and exchanged for the merger consideration as provided in the merger agreement, subject to applicable law.

The Company and Parent have agreed to use their respective reasonable best efforts to cause the Company common shares to be de-listed from Nasdaq and de-registered under the Exchange Act as soon as reasonably practicable following the effective time.

Protective shareholders do not have dissenters’ rights of appraisal under Indiana law in connection with the merger.

The following describes the material provisions of the merger agreement, a copy of which is included as Annex A to this proxy statement and incorporated by reference herein. The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. Protective encourages you to read carefully the merger agreement in its entirety before making any decisions regarding the merger as it is the legal document governing the merger.

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement and is not intended to provide any factual information about Protective or Progressive. Protective is responsible for considering whether additional disclosure of material information is required to make the statements in this proxy statement not misleading. Factual disclosures about Protective or Progressive contained in this proxy statement or Protective’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Protective or Progressive contained in the merger agreement and described in the summary. The representations, warranties and covenants made in the merger agreement by Protective, Progressive and Merger Sub are qualified and subject to important limitations agreed to by Protective, Progressive and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts, and may be subject to subsequent waiver or modification. The representations and warranties may also be subject to a contractual standard of materiality that may be different from that generally relevant to shareholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement or otherwise publicly disclosed. The representations and warranties in the merger agreement will not survive the completion of the merger. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included or incorporated by reference into this proxy statement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See the section of this proxy statement titled “Where You Can Find More Information” beginning on page [91].

On the terms and subject to the conditions of the merger agreement, at the effective time, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will survive the merger as an indirect, wholly owned subsidiary of Progressive. As a result of the merger under Indiana law, the surviving corporation will have all the properties, rights, privileges, powers and franchises and will be subject to all claims, obligations, liabilities, debts and duties of the Company and Merger Sub. The closing of the merger is expected to occur on the third business day after the satisfaction or waiver of the closing conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), unless otherwise agreed to in writing by the parties; provided that if the closing would occur within ten (10) business days of the end of a fiscal month of Parent, Parent may elect for the closing date to instead be the first business day of the next fiscal month of Parent and the closing conditions will be deemed satisfied if Parent makes such election. The effective time will occur when the articles of merger are duly filed with and accepted by the Secretary of State of the State of Indiana, or such later time as is permissible in accordance with the IBCL, agreed by the parties and specified in such articles of merger.

The merger agreement provides that, at the effective time, each Company common share issued and outstanding immediately prior to the effective time will be cancelled and converted into the right to receive $23.30 in cash (other than shares owned by the Company and its subsidiaries or Parent and its subsidiaries immediately prior to

the effective time and Company RSAs (which will be treated as described below)), without interest and less any required withholding taxes. All such shares will no longer be outstanding and will automatically be retired and cease to exist, and each holder of a certificate previously evidencing any Company common share or uncertificated Company common share represented by book-entry will cease to have any rights with respect to those shares, except the right to receive the merger consideration.

At the effective time, the Company will become an indirect, wholly owned subsidiary of Parent. Therefore, holders of Company common shares as of the effective time will cease to have direct or indirect ownership interests in the Company or rights as Company common shareholders, will not participate in any future earnings or growth of the Company, will not benefit from any appreciation in value of the Company and will not bear the future risks of the Company’s operations.

Following completion of the merger, the Company’s securities will be de-listed from the Nasdaq and de-registered under the Exchange Act. As a result, there will be no public market for the Company’s shares. This will make certain provisions of the Exchange Act, such as the requirement of furnishing a proxy or information statement in connection with shareholders’ meetings, no longer applicable to the Company. After the effective time, the Company will also no longer be required to file periodic reports with the SEC on account of the Company’s shares.

At the effective time, the directors of Merger Sub will continue in office as the directors of the surviving corporation and the officers of the Company will continue in office as the officers of the surviving corporation, and such directors and officers will hold office until successors are duly elected or appointed and qualified in accordance with and subject to applicable law and the certificate of incorporation and code of by-laws of the surviving corporation.

The closing of the merger will occur at 10:00 a.m., New York time, on the date that is the third business day after the satisfaction or waiver of all closing conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions) by electronic exchange of documents, or at such other time, date or place as the Company and Parent may agree in writing (which we refer to as the “closing conditions measurement date”). However, if the closing conditions measurement date occurs within ten (10) business days of the end of a fiscal month of Parent, then, at the election of Parent to be made within one business day after the closing conditions measurement date, the closing date will be the first business day of the first fiscal month of Parent commencing after the closing conditions measurement date (unless another date is agreed to in writing by Parent and the Company), and the outside termination date shall be deemed to be the business day after the closing date if the closing date is after the outside termination date, and the closing conditions will be deemed satisfied. See the section of this proxy statement titled “The Merger Agreement—Conditions to Closing” beginning on page [52] for further discussion on the conditions to the closing of the merger.

The obligations of the Company, Parent and Merger Sub to effect the merger are subject to the satisfaction (or waiver by the parties, if permissible under applicable law) of the following conditions:

Parent’s and Merger Sub’s obligations to consummate the merger on the closing date are subject to the satisfaction (or waiver by Parent and Merger Sub) of the following additional conditions:

The Company’s obligations to consummate the merger on the closing date are subject to the satisfaction (or waiver by the Company) of the following additional conditions:

For the purposes of the merger agreement, a “Company material adverse effect” will be deemed to occur if any fact, effect, change, event, circumstance, occurrence or development, individually or in the aggregate, has or is reasonably likely to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Company or its subsidiaries, taken as a whole.

However, in no event will any of the following, alone or in combination, be deemed to constitute, nor be taken into account in determining whether there has been or will be a Company material adverse effect:

However, any effect, change, event or occurrence referred to in the first, second, third and fourth bullets above may be taken into account in determining whether or not there has been a Company material adverse effect to the extent such effect, change, event, or occurrence has a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other participants operating in the industries and geographies in which the Company and its subsidiaries operate (in which case the incremental disproportionate effect or effects may be taken into account in determining whether or not a Company material adverse effect has occurred).

For the purposes of the merger agreement, a “Parent material adverse effect” means a material impairment in the ability of Parent to perform its obligations under the merger agreement and consummate the transactions contemplated hereby on or prior to the outside termination date.

Unless the merger agreement has been earlier terminated, including pursuant to the Company’s right to terminate the merger agreement to enter into an alternative acquisition agreement (see the section of this proxy statement titled “The Merger Agreement—No Solicitation of Takeover Proposals” below), the Company has agreed to hold its Company shareholders meeting and to solicit proxies in favor of the proposal to adopt the merger proposal and will take all other actions reasonably necessary or advisable to secure the vote or consent of shareholders of the Company that is required by the rules and regulations of the Nasdaq and the IBCL.

The Company is prohibited from taking certain actions, summarized in detail below, relating to takeover proposals. In this proxy statement, and in the merger agreement, a “takeover proposal” means any inquiry, indication of interest, proposal or offer from any third party other than Parent, Merger Sub or any of their affiliates, relating to:

Specifically, the Company has agreed that it will, and will cause its subsidiaries and direct its representatives to immediately cease and cause to be terminated all then existing discussions and negotiations with any person conducted theretofore with respect to any takeover proposal and terminate all access to nonpublic information of the Company or its subsidiaries that any such person may have.

The Company has also agreed that (i) the Company and its subsidiaries will not, (ii) the Company and its subsidiaries will cause their respective officers and directors not to, and use reasonable best efforts to cause their employees not to, and direct their respective representatives not to (and use reasonable best efforts to ensure that their respective representatives not), directly or indirectly:

Notwithstanding the above or anything else in the merger agreement, at any time prior to obtaining the affirmative vote of the Company voting shareholders entitled to vote in favor of approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement (which we refer to as the “Company required vote”), in response to a bona fide written takeover proposal received after the date of the merger agreement that did not arise in whole or in part due to a material breach of the terms of the merger agreement, if the Company’s board of directors determines, after consultation with its financial advisor and outside counsel, that such takeover proposal constitutes or would reasonably be expected to lead to a superior proposal, the Company may (and may authorize and permit its subsidiaries and representatives to), subject to compliance with the terms of the merger agreement and only prior to obtaining the Company required vote:

Except as described below, the Company has agreed that neither its board of directors nor any committee thereof will:

However, at any time prior to obtaining the company required vote, the Company’s board of directors may, if after consultation with its financial advisor and outside counsel, it determines that the failure to take such action would be inconsistent with the fiduciary duties of directors under Indiana law, (i) make an adverse recommendation change in response to a change in circumstance, (ii) make an adverse recommendation change in response to a superior proposal or (iii) cause or permit the Company to terminate the merger agreement to enter into a binding written definitive agreement to effect a superior proposal, in each case if and only if:

For purposes of this proxy statement and the merger agreement, a “superior proposal” means a bona fide written takeover proposal that did not result from a breach of the provision of the merger agreement regarding non-solicitation of alternative transactions and that the Company’s board of directors determines (after consultation with its financial advisor and outside counsel), considering all financial, legal, regulatory and other factors as the Company’s board of directors considers to be appropriate, is reasonably expected to be consummated and, if consummated, would be more favorable to the shareholders of the Company than the merger; provided that, for the purposes of the definition of “superior proposal,” all references in the term takeover proposal to “10% or more” will be deemed to be references to “more than 50%,” all references to “Class A shares, Class B shares or Company common shares” will be deemed references to “Class A shares, Class B shares and Company common shares” and all references to “any class of equity securities” shall be deemed to be references to “each class of equity securities.”

For purposes of this proxy statement and the merger agreement, a “takeover proposal” means any inquiry, indication of interest, proposal or offer from any third party relating to (a) any direct or indirect acquisition or purchase, in a single transaction or a series of transactions, of (i) 10% or more of the outstanding (x) Class A shares, (y) Class B shares or (z) Company common shares or (ii) 10% or more (based on the fair market value thereof, as determined by the Company’s board of directors) of the assets (including capital stock of the subsidiaries of the Company) of the Company and its subsidiaries, taken as a whole, (b) any tender offer or exchange offer that, if consummated, would result in any third party owning, directly or indirectly, 10% or more of the outstanding (x) Class A shares, (y) Class B shares or (z) Company common shares, (c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving the Company pursuant to which any third party (or the shareholders of any third party) would own, directly or indirectly, 10% or more of any class of equity securities of the Company or of the surviving entity in a merger or the resulting direct or indirect parent of the Company or such surviving entity, other than, in each case, the transactions contemplated by the merger agreement, (d) any issuance, sale or disposition, directly or indirectly, to any person or group of any securities (or options, rights, warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 10% or more of the voting power of the Company, or (e) any combination of the foregoing (in each case, other than the merger and the transactions contemplated by the merger agreement).

In addition to the obligations of the Company set forth in the merger agreement summarized above, the Company will as promptly as practicable (and in any event within 36 hours of receipt) advise Parent of the receipt of any takeover proposal after the date of the merger agreement, the material terms and conditions of any

such takeover proposal and the identity of the person making any such takeover proposal. The Company will keep Parent reasonably informed as promptly as practicable (and in any event within 24 hours) of any material developments with respect to any such takeover proposal (including any material changes thereto).

Nothing in the merger agreement prohibits the Company from:

For purposes of the merger agreement, “change in circumstance” means any event or development that is material to the Company and its subsidiaries, taken as a whole, occurring after February 14, 2021, that was not known to, or reasonably foreseeable by, the Company’s board of directors or any committee thereof prior to the date of the merger agreement and which does not relate to (i) a takeover proposal or any matter related thereto or consequences thereof, (ii) events or developments arising from the announcement or existence of the merger agreement or actions taken pursuant to the merger agreement or in connection with the transactions contemplated thereby or (iii) changes in the market price or trading volume of the Company common shares (but not the underlying cause thereof).

No shareholder of the Company has any dissenters’ rights, appraisal rights or similar rights under applicable laws in effect as of the date of the merger agreement with respect to the merger agreement, the merger and the other transactions contemplated thereby.

At the effective time, except as otherwise mutually agreed to between Parent and a holder of a Company RSA, the restrictions on each Company RSA issued and outstanding immediately prior to the effective time shall lapse and each Company RSA shall be canceled and converted into the right to receive the Company RSA consideration. The surviving corporation shall, and Parent shall cause the surviving corporation to, pay through the payroll of the surviving corporation to each holder of Company RSA the Company RSA consideration, less any required withholding taxes, within 3 business days following the effective time.

Each of the parties has agreed, subject to the terms and conditions of the merger agreement, to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to the merger agreement and to consummate and make effective as promptly as practicable the merger and the other transactions contemplated thereby. Specifically, such actions include using reasonable best efforts to:

Except as otherwise provided below, Parent and its affiliates have agreed to use reasonable best efforts to avoid each and every impediment under any applicable law that may be asserted by, or order that may be entered by, any governmental authority with respect to the merger agreement, the merger or any other transaction contemplated thereby so as to enable the closing to occur, as promptly as practicable, including using reasonable best efforts to:

The obligations of the parties described in the section of the proxy statement titled “—Efforts to Complete the Merger” will not obligate Parent or its subsidiaries to:

A “burdensome condition” is defined in this proxy statement and in the merger agreement to mean a condition that Parent or any of its subsidiaries (including the surviving corporation and its subsidiaries after the closing) take or refrain from taking any action (including any amendment, waiver or termination of any material agreement, including the merger agreement) or suffer to exist any restriction, condition or requirement which:

However, none of the following shall constitute or be taken into account in determining whether a burdensome condition has occurred or exists:

Prior to Parent being entitled to invoke a burdensome condition, each of the parties and their respective representatives shall promptly confer in good faith in order to (x) exchange and review their respective views and positions as to any burdensome condition or potential burdensome condition and (y) discuss and present to, and engage with, the applicable governmental authority regarding any approaches or actions that would avoid any actual burdensome condition or mitigate its impact so it is no longer a burdensome condition, and Parent shall use its reasonable best efforts to take, or cause to be taken, any such actions in respect thereof which may mitigate a burdensome condition (other than any actions which themselves would constitute a Burdensome Condition).

The section of this proxy statement titled “The Merger—Regulatory Clearances Required for the Merger” beginning on page [48] includes a description of the material regulatory approvals (i.e., the expiration or termination of the waiting period under the HSR Act and the receipt of approval from the Indiana Department of Insurance) required for the completion of the merger that are referenced below.

Parent has agreed to file, or cause to be filed, the following:

Each of Parent and the Company shall file a notification and report form pursuant to the HSR Act with the FTC and the Antitrust Division with respect to the transactions contemplated hereby and requesting early termination of the waiting period under the HSR Act, within 15 business days of the date of the merger agreement.

The parties shall take, make or refrain from any other actions or nonactions, consents, approvals, authorizations, waivers, exemptions, non-disapprovals, no objections, filings and notices of, with or to governmental authorities necessary, proper or advisable to consummate the transactions contemplated hereby as promptly as reasonably possible after the date hereof. All filing fees payable in connection with the foregoing shall be borne by Parent.

In connection with the efforts described in this section “—Efforts to Complete the Merger,” each party has agreed to:

In addition, the Company and Parent have agreed to:

In no event will any party be required to disclose to any other party any personally identifiable information and in no event will the Company or its subsidiaries be required to agree to take or enter into any action which is not conditioned upon the closing.

The merger agreement may be terminated and the merger (and the transactions contemplated by the merger agreement) may be abandoned at any time prior to the effective time, notwithstanding if the requisite approvals of the Company shareholders has been obtained, under any of the following circumstances: