EX-99.(C)(2) 2 a19-9723_3ex99dc2.htm EX-99.(C)(2)

Exhibit (c)(2)

Organization Materials Prepared Regarding: Project ECHO Strictly Private & Confidential January 8, 2019

 

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Table of Contents I. Meeting Agenda II. Summary Observations on EMC Insurance Group III. Preliminary Information Requests

 

I. Meeting Agenda

 

Meeting Agenda (9:15 am 3:00 pm) A. B. C. Review of Past Correspondence with EMCC Group Review of Communications from Shareholders Preliminary Thoughts on Response/Negotiating Strategy I. II. III. Rejection of Proposal Outright Advancement of Alternative Structures Formulation of Counterproposal D. Approach to Due Diligence Process I. II. III. IV. Development of Information Request List Meetings with Management Availability of Year-end Financial Results and Reserve Studies Financial Projections/Strategic Plans E. Approach to Financial Modelling I. II. III. IV. V. Review of Management Forecasts under Status Quo Impact of Personal Lines Renewal Rights Transaction Sensitivity Analyses (Expense reductions/enhanced operating leverage, etc.) Modification of Pooling Percentage Adoption of New Reinsurance Contracts in Lieu of Pooling Arrangement F. G. Overview of D&O Insurance Policy Approval of the Minutes of Prior Special Committee Meetings 4

 

II. Summary Observations on EMC Insurance Group

 

EMC Insurance Group: ($ in millions, except per share data) Company Overview Key Highlights Company Information Public Market Statistics 2017 NPW/C&S: 1.1x 1% 6% 15% Co mm'l Auto Co mm'l Pro perty Workers' compensation Other Cmm'l liability XOL reinsurance QS rein su ran ce Person al lin es Other Cmm'l 20% 7% 26% 15% 18% 21% 16% 20% 17% (1)C&S excludes the carrying value of EMCI on EMCC’s statutory balance sheet. (2)Pie chart reflects EMCI’s net premiums earned LOB breakdown. Sources: Company Filings, S&P Global Market Intelligence. 6 EMCI(2) 2017 NPW: $616 3-Yr Avg. Combined Ratio: 98.6% EMCC 2017 NPW: $1,172 2017 NPW/C&S: 1.0x(1) 3-Yr Avg. Combined Ratio: 99.9% 52 Week Low/High:$22.98/$33.32 3-month ADTV:44,685 20-Day VWAP:$31.84 Share Price (1/4/19):$31.98 x Total Shares Outstanding (M):21.611 = Market Cap:$684 BVPS (9/30/18):$26.63 LTM EPS:$1.88 2018E EPS:$1.42 2019E EPS:$1.38 Valuation Metrics Price/BV:1.20x Price/LTM EPS:17.0x Price/2018E EPS:22.5x Price/2019E EPS:23.2x • Highly-rated, multi-regional writer of commercial lines and reinsurance coverages • Exited personal lines via a renewal rights transaction with Safeco earlier this year • Three insurance subsidiaries (two domiciled in IA and one in ND) and a reinsurance subsidiary (domiciled in IA) • Products offered in 41 states through over 2,160 independent brokers; reinsurance distribution through 17 reinsurance brokers and participation in mutual reinsurance bureau • Pooling arrangement with Employers Mutual and its subsidiaries – 30% participation in the pool • Employers Mutual performs all functions and EMCI shares total costs based on its pooling participation • Intercompany agreements ̶Per occurrence and aggregate catastrophe excess of loss reinsurance program to minimize volatility from catastrophes and weather events ̶100% quota share agreement between Employers Re and Employers Mutual for assumed reinsurance business ̶Pricing negotiated by Inter-Company Committees of boards of directors of EMCI and Employers Mutual to ensure fair and equitable terms for both parties Headquarters:Des Moines, IA President and CEO:Bruce G. Kelley CFO:Mark E. Reese Ticker:NASDAQ: EMCI 9/30/18 GAAP Equity:$575 LTM Revenue:$694 LTM Pre-tax Op. Income:$34 LTM ROAE:7.0% Debt/Total Cap:4.2% 10-Yr Avg. ROAE7.4% 10-Yr BVPS Annual Growth8.1%

 

EMC Insurance ($ in millions) Group – Company Structure (IA) Note: Financial data as of September 30, 2018. Sources: Company Filings, S&P Global Market Intelligence. 7 Employers Mutual Casualty Company (IA) Public Shareholders EMC Insurance Group (NASDAQ: EMCI) (IA) EMCASCO Insurance Company (IA) Illinois EMCASCO Insurance Company (IA) Dakota Fire Insurance Company (ND) EMC Reinsurance Company •DPW: $381.4 •NPW: $226.4 •Stat C&S: $146.4 •Net Income: $5.8 •DPW: $0.0 •NPW: $146.5 •Stat C&S: $224.7 •Net Income: $16.7 •DPW: $15.0 •NPW: $167.7 •Stat C&S: $111.0 •Net Income: $4.5 •DPW: $7.1 •NPW: $109.0 •Stat C&S: $67.8 •Net Income: $3.0 45% 55%

 

EMC Insurance Group ($ in millions, except per share data) – Historical GAAP Financials Income Statement P&C Net Premiums Earned Net Investment Income Realized gains Other Income Total Revenue Loss P&C Loss & LAE Interest Expense Underwriting Expense Total Expenses Net Income before Taxes Provision for Taxes Net Income Operating Income after Taxes Stated Underwriting Ratios (%) Loss & LAE Ratio Expense Ratio Combined Ratio $515.5 43.0 9.0 0.5 $540.7 43.6 7.2 2.9 $570.3 44.1 7.6 1.7 $592.4 41.0 10.6 1.0 $607.2 39.2 12.8 (0.3) $449.5 29.1 6.8 3.0 $477.4 34.0 1.0 6.7 $635.1 44.1 7.1 7.2 4.2% (2.3%) 9.2% NM 568.0 333.3 0.4 173.5 594.5 385.5 0.3 167.7 623.7 370.7 0.3 181.0 645.0 386.9 0.3 194.5 658.8 422.0 0.3 196.7 6.0% 6.1% (3.2%) 3.2% 488.4 323.1 0.3 149.8 519.1 341.0 0.5 161.5 693.5 439.9 0.6 212.2 507.1 60.9 17.3 553.6 40.9 10.9 552.1 71.7 21.5 581.8 63.2 17.0 619.0 39.8 0.6 5.1% (10.1%) (57.3%) 473.1 15.2 2.2 502.9 16.2 2.1 652.7 40.8 0.5 $43.5 37.7 $30.0 27.2 $50.2 46.2 $46.2 43.6 $39.2 25.9 (2.6%) (8.9%) $13.1 11.6 $14.1 14.2 $40.3 28.4 64.7% 33.2% 71.3% 30.6% 65.0% 31.3% 65.3% 32.4% 69.5% 31.8% 67.2% 31.9% 71.9% 32.8% 71.4% 33.3% 69.3% 33.4% 97.9% 101.9% 96.3% 97.7% 101.3% 99.0% 104.7% 104.7% 102.7% Op. Return on Average Equity Balance Sheet Data 8.8% 5.7% 9.0% 8.1% 4.5% 7.2% 2.1% 2.4% 4.9% Cash and Investments Total Assets Unearned Premiums Reserve Loss & LAE Reserves Total Debt Total Shareholders Equity Book Value Per Share $1,256.6 1,374.5 220.6 610.2 25.0 455.2 $22.81 $1,384.4 1,497.8 232.1 661.3 25.0 502.9 $24.72 $1,416.0 1,536.0 239.4 678.8 25.0 524.9 $25.26 $1,466.0 1,588.8 244.9 690.5 25.0 553.3 $26.07 $1,540.7 1,681.9 257.8 732.6 25.0 603.8 $28.14 5.2% 5.2% 4.0% 4.7% 0.0% 7.3% 5.9% $1,530.2 1,670.8 282.4 726.5 25.0 575.1 $26.90 $1,539.9 1,701.1 293.0 761.6 25.0 574.6 $26.63 $1,539.9 1,701.1 293.0 761.6 25.0 574.6 $26.63 (1)Annualized for interim periods. Sources: SNL Financial and company filings. 8 At and For the Years '13-'17 At and For the Nine Months LTM Ended Ended December 31, CAGR/ Ended September 30, September 30, 2013 2014 2015 2016 2017 AVG 2017 2018 2018

 

EMC Insurance ($ in millions) Group – Historical Statutory Financials Direct Premiums Written Net Reinsurance Premiums Net Premiums Written Change in Unearned Premiums Net Premiums Earned Net Loss and LAE Net Underwriting Expenses Net Underwriting Gain (Loss) Net Investment Income Net Realized Capital Gains (Losses) Other Income Pre-tax Income Income Tax Net Income $368.5 165.5 $367.7 184.9 $371.0 208.0 $383.8 210.9 $391.0 225.3 1.5% 8.0% 3.6% (16.2%) 4.2% 5.9% 3.3% NM 0.7% (7.2%) 4.0% (10.2%) (19.5%) (7.5%) $312.8 167.7 $325.4 188.5 $403.6 246.0 534.1 18.6 552.6 11.9 578.9 8.7 594.7 2.3 616.3 9.1 480.6 31.0 513.9 36.4 649.6 14.5 515.5 336.2 163.8 540.7 385.2 159.9 570.3 371.7 173.7 592.4 387.6 179.7 607.2 422.3 186.9 449.5 323.3 142.3 477.4 340.6 153.5 635.1 439.6 198.1 15.5 42.3 6.0 (8.3) (4.4) 46.8 3.6 (8.1) 24.9 45.0 3.7 (8.3) 25.1 45.8 3.2 (8.9) (2.0) 43.4 4.5 (9.7) (16.1) 32.7 1.1 (7.6) (16.6) 34.7 0.5 (8.3) (2.6) 45.4 3.9 (10.3) 55.5 14.3 37.9 5.8 65.2 16.4 65.2 16.8 36.2 6.0 10.1 1.2 10.3 1.6 36.4 6.4 $41.2 $32.2 $48.8 $48.3 $30.1 $8.9 $8.8 $30.0 Pre-tax Operating Income Net Operating Income $49.5 35.1 $34.3 28.5 $61.5 45.1 $62.0 45.2 $31.7 25.7 (10.5%) (7.5%) $9.0 7.8 $9.8 8.3 $32.5 26.1 Loss and LAE Ratio Expense Ratio Combined Ratio 65.2% 30.7% 71.2% 28.9% 65.2% 30.0% 65.4% 30.2% 69.6% 30.3% 67.3% 30.0% 71.9% 29.6% 71.3% 29.9% 69.2% 30.5% 95.9% 100.2% 95.2% 95.6% 99.9% 97.4% 101.5% 101.2% 99.7% Statutory Balance Sheet Data Total Cash & Investments Total Assets Total Loss & LAE Reserves Total Liabilities Capital & Surplus Return on Avg. Capital & Surplus (1) $1,224.1 1,283.9 584.5 867.2 416.7 10.7% $1,330.8 1,380.5 639.2 925.7 454.8 7.4% $1,391.3 1,472.9 662.0 987.7 485.2 10.4% $1,461.9 1,544.1 675.3 1,017.3 526.8 9.6% $1,530.3 1,624.2 703.8 1,064.2 560.1 5.5% 5.7% 6.1% 4.8% 5.2% 7.7% 8.7% $1,515.8 1,609.6 703.6 1,066.4 543.2 2.3% $1,564.0 1,652.2 730.9 1,102.3 549.9 2.1% $1,564.0 1,652.2 730.9 1,102.3 549.9 5.5% (1)Annualized for interim periods. Sources: SNL Financials for EMC Insurance Group (SNL P&C Subgroup) and Company Filings. 9 At and For the Years'13-'17At and For the Nine MonthsLTM Ended Ended December 31,CAGR/Months Ended Sept. 30Sept. 30 20132014201520162017Avg.201720182018

 

EMC Pooled Companies ($ in millions) – Historical Statutory Financials Direct Premiums Written Net Reinsurance Premiums Net Premiums Written Change in Unearned Premiums Net Premiums Earned Net Loss and LAE Net Underwriting Expenses Net Underwriting Gain (Loss) Net Investment Income Net Realized Capital Gains (Losses) Other Expenses Dividends to Policyholders Income Tax Net Income $1,417.4 (59.3) $1,517.3 (65.7) $1,581.1 (59.5) $1,637.7 (60.8) $1,736.4 (93.7) 5.2% 12.1% 4.9% (1.5%) 5.1% 5.5% 3.9% (2.3%) 1.3% (4.7%) (34.1%) 6.1% NM (1.2%) 1,358.1 41.2 1,451.6 37.7 1,521.6 24.2 1,577.0 25.7 1,642.7 38.9 1,316.8 880.4 444.6 1,413.8 991.9 436.0 1,497.4 982.2 476.0 1,551.3 1,008.8 492.3 1,603.9 1,092.2 519.1 (8.1) 82.5 31.0 2.4 28.1 3.7 (14.1) 96.6 17.5 (0.3) 26.1 1.3 39.1 92.2 12.6 (0.7) 30.5 19.5 50.1 89.9 24.0 (0.2) 31.5 24.9 (7.4) 86.9 25.6 0.5 35.6 (2.3) $75.9 $72.4 $93.3 $107.4 $72.3 Loss and LAE Ratio Expense Ratio Combined Ratio 66.9% 32.7% 70.2% 30.0% 65.6% 31.3% 65.0% 31.2% 68.1% 31.6% 67.1% 31.4% 98.5% 99.6% 100.2% 96.9% 96.3% 99.7% Statutory Balance Sheet Data Total Cash & Investments Total Admitted Assets Total Liabilities Capital & Surplus Return on Avg. Capital & Surplus (1) $2,825.0 3,410.1 2,166.8 1,243.3 6.6% $3,070.8 3,663.2 2,314.1 1,349.1 5.6% $3,213.2 3,888.1 2,465.8 1,422.4 6.7% $3,403.6 4,093.4 2,553.0 1,540.4 7.3% $3,567.6 4,290.8 2,675.3 1,615.6 4.6% 6.0% 5.9% 5.4% 6.8% 6.1% NPW/Avg. Capital & Surplus * 1.18x 1.12x 1.10x 1.06x 1.04x 1.10x (1)Annualized for interim periods. Note: Includes results from Employers Mutual Casualty Company, EMCASCO Insurance Company, Illinois EMCASCO Insurance Company, Dakota Fire Insurance Company, EMC Property & Casualty Company, Union Insurance Company of Providence and Hamilton Mutual Insurance Company. Sources: SNL Financial and company filings. 10 At and For the Years'13-'17 Ended December 31,CAGR/ 20132014201520162017Avg.

 

EMC Insurance Group – Recent Stock Price Performance Three-Year Price / Book Value ex. AOCI Three-Year Relative Stock Price Performance 60.0% proposal from EMCC 1.80x 50.0% S&P 500: 36% SNL P&C: 1.49x 40.0% 1.60x 30.0% 1.40x 20.0% 10.0% 1.20x 0.0% 1.00x (10.0%) EMCI: 0.90x (20.0%) 1/4/1 6 0.80x 5/4/1 6 9/4/1 6 1/4/1 7 5/4/1 7 9/4/1 7 1/4/1 8 5/4/1 8 9/4/1 8 1/4/1 9 1/4/1 6 7/4/1 6 1/4/1 7 7/4/1 7 1/4/1 8 7/4/1 8 1/4/1 9 EMCI S&P 500 SNL P&C SNL P&C EMCI Note: Calculations based on EMCI’s closing price of 11/14/18. 11 SNL P&C: 32% EMCI: (6%) Avg. Price EMCI High / Low 1-Year $26.80 $31.06 $23.26 3-Year $27.04 $31.19 $21.97 5-Year $25.06 $31.19 $17.69 Price Change EMCI SNL P&C S&P 500 YTD (14.9%) 1.7% 1.3% 1-Year (17.7%) 3.1% 6.5% 3-Year (2.9%) 33.5% 35.0% EMCI received non-binding Average EMCI SNL P&C YTD 0.97x 1.51x 1-Year 0.99x 1.51x 3-Year 1.02x 1.41x EMCI received non-binding proposal from EMCC

 

Recent Stock Market Performance Stock Market Performance 4.0% 2.0% 0.0% (2.0%) (4.0%) (6.0%) (8.0%) (10.0%) (12.0%) (14.0%) 11/14/18 11/17/18 11/20/18 11/23/18 11/26/18 11/29/18 12/2/18 12/5/18 12/8/18 12/11/18 12/14/18 12/17/18 12/20/18 12/23/18 12/26/18 12/29/18 1/1/1 9 1/4/1 9 SNL U.S. Insur an ce P &C S&P 500 Note: Calculations based on closing prices of 11/14/18. 12 EMCI received non-binding proposal from EMCC SNL U.S. Insurance P&C: (5.8%) S&P 500: (6.3%)

 

Employer Mutual Casualty Company – Historical Statutory ($ in millions) Financials Direct Premiums Written Net Reinsurance Premiums Net Premiums Written Change in Unearned Premiums Net Premiums Earned Net Loss and LAE Net Underwriting Expenses Net Underwriting Gain (Loss) Net Investment Income Net Realized Capital Gains (Losses) Other Income Pre-tax Income Income Tax Net Income $888.6 (43.6) $1,027.4 (125.2) $1,086.3 (140.3) $1,134.8 (11.8) $1,225.4 (52.5) 8.4% 4.8% 8.5% 12.7% 8.4% 9.6% 7.3% 71.4% 11.9% (2.6%) 12.9% (3.0%) 49.8% 1.4% $976.3 (37.5) $1,010.1 (40.7) $1,259.2 (55.7) 845.0 25.6 902.2 23.4 946.0 15.0 1,123.0 59.1 1,172.9 41.4 938.8 95.6 969.4 88.5 1,203.5 34.2 819.4 546.3 275.7 878.8 614.7 270.4 930.9 611.3 295.2 1,063.8 693.5 341.8 1,131.5 788.9 365.8 843.2 617.4 283.0 880.9 612.2 300.2 1,169.2 783.7 382.9 (2.7) 46.0 25.6 (15.1) (6.3) 50.2 15.3 (16.4) 24.4 53.4 10.6 (19.6) 28.5 52.8 20.0 (21.5) (23.2) 72.3 23.0 (24.5) (57.2) 41.6 12.9 (19.3) (31.5) 63.3 13.0 (18.4) 2.6 94.0 23.1 (23.6) 53.8 (2.3) 42.7 (2.7) 68.8 7.4 79.8 13.8 47.6 (11.7) (22.0) (16.5) 26.4 (6.0) 96.0 (1.3) $56.1 $45.4 $61.4 $65.9 $59.3 ($5.5) $32.5 $97.3 Pre-tax Operating Income Net Operating Income $28.2 30.6 $27.4 30.2 $58.2 50.8 $59.8 46.0 $24.6 36.3 (3.4%) 4.4% ($34.9) (18.5) $13.5 19.5 $73.0 74.2 Calendar Year Loss and LAE Ratio Expense Ratio Combined Ratio 66.7% 32.6% 69.9% 30.0% 65.7% 31.2% 65.2% 30.4% 69.7% 31.2% 67.4% 31.1% 73.2% 30.1% 69.5% 31.0% 67.0% 31.8% 99.3% 99.9% 96.9% 95.6% 100.9% 98.5% 103.4% 100.5% 98.8% Statutory Balance Sheet Data Total Cash & Investments Total Assets Total Loss & LAE Reserves Total Liabilities Capital & Surplus Return on Avg. Capital & Surplus (1) $1,943.4 2,538.0 867.0 1,416.1 1,121.9 5.4% $2,118.1 2,721.4 943.7 1,506.4 1,215.0 3.9% $2,202.7 2,890.6 989.7 1,614.3 1,276.3 4.9% $2,488.1 3,198.0 1,123.2 1,819.4 1,378.6 5.0% $2,644.5 3,404.4 1,192.2 1,967.8 1,436.6 4.2% 8.0% 7.6% 8.3% 8.6% 6.4% 4.7% $2,619.6 3,423.2 1,214.3 2,024.4 1,398.9 (0.5%) $2,724.3 3,555.4 1,237.8 2,077.7 1,477.8 3.0% $2,724.3 3,555.4 1,237.8 2,077.7 1,477.8 6.8% (1)Annualized for interim periods. Sources: SNL Financial and company filings. 13 At and For the Years'13-'17At and For the Nine MonthsLTM Ended Ended December 31,CAGR/Months Ended Sept. 30Sept. 30 20132014201520162017Avg.201720182018

 

Trading Statistics of ($ in millions, except per share data) EMC Insurance Group’s Selected Peer Group The Hanover Group Selective Insurance Group RLI Corp. ProAssurance THG SIGI RLI PRA $115.40 60.57 68.47 40.97 4.2% (5.6) (7.1) (6.4) 7.3% 5.3 15.4 (26.6) $4,885 3,567 3,046 2,197 15.6x 22.2 21.5 24.8 14.1x 15.2 30.8 25.2 12.5x 14.5 30.0 25.2 9.9% 9.5 16.2 5.2 9.9% 11.0 9.2 5.9 10.7% 12.9 10.8 5.5 1.64x 2.05 3.49 1.38 20.7% 20.2 14.6 15.4 1.8% 1.1 1.1 2.6 Employers Holdings United Fire Group AMERISAFE Inc. James River Group Holdings, Ltd. EIG UFCS AMSF JRVR 42.95 55.50 56.27 36.17 (8.0) 11.2 (12.2) (2.1) (0.7) 24.7 (8.0) (4.8) 1,409 1,391 1,084 1,083 9.7 18.8 20.3 20.9 17.0 36.4 17.4 13.8 18.7 32.2 17.2 13.5 15.4 8.4 11.2 7.4 12.8 3.2 16.8 10.0 8.8 4.2 13.7 10.8 1.42 1.57 2.36 1.55 2.0 0.0 0.0 22.5 1.7 2.3 1.4 2.8 Baldwin & Lyons Hallmark Financial Services Atlas Financial Holdings Conifer Holdings, Inc. BWINB HALL AFH CNFR 16.76 10.66 8.90 4.10 (21.1) (3.0) (12.2) (17.0) (28.8) 2.0 (57.9) (29.9) 249 193 106 35 36.8 39.9 NM NM 14.5 10.4 4.7 13.7 10.5 8.9 4.5 8.2 1.8 1.8 (30.5) (8.5) (0.0) 6.4 22.3 (10.4) 4.3 7.5 18.2 8.8 0.65 0.72 1.04 0.76 4.9 24.3 19.2 39.0 4.8 0.0 0.0 NA Note: Market data as of January 4, 2019. Sources: Company filings and S&P Global Market Intelligence. 14 S&P Composite 1500 (P&C) SP679 $608.52 (5.2%) (4.3%) S&P 500 SP50 2,531.94 (7.3) (7.1) EMC Insurance Group EMCI $31.98 33.3% 12.3% $691 17.0x 23.1x 21.2x 7.0% 5.1% 5.0% 1.20x 4.2% 3.6% Mean (5.2%) (7.1%) 25.3x 17.8x 16.2x 3.3% 7.1% 9.4% 1.52x 14.9% 1.9% Median (6.0) (2.8) 21.5 14.9 14.0 6.3 7.8 8.8 1.49 15.0 1.7 Donegal Group Inc. DGICA 13.73 2.0 (21.3) 389 NM 14.2 11.9 (4.8) (2.5) 8.0 0.92 13.5 4.0 State Auto Financial Corp. STFC 34.77 4.6 24.2 1,500 47.5 21.9 19.1 3.6 4.9 7.4 1.72 12.3 1.3 1/4/19 11/15/18 52 Week Market Price / EPS ROAE ROAE ROAE Price / (D+P)/ Div. Company Ticker Price % Change % Change (1) Cap. LTM 2019E 2020E LTM 2019E 2020E Book Cap. Yield

 

Insurance Underwriter “Minority Buy-in” Transactions ($ in millions, except per share data) 03/01/18 Investor Group AmTrust Financial Services 55.0% 100.0% $12.25 $14.75 $1,390.2 20.4% 45.3% 46.3% 07/25/16 American Financial Group National Interstate 51.0% 100.0% 30.00 32.50 314.7 8.3% 43.7% 38.9% 04/20/11 CNA Financial CNA Surety 61.0% 100.0% 22.00 26.55 476.5 20.7% 37.9% 49.5% 09/18/09 Fairfax Financial Holdings Odyssey Re 72.6% 100.0% 58.00 65.00 1,060.3 12.1% 29.7% 39.6% 12/01/08 Fairfax Financial Holdings Northbridge Financial Corp. 63.1% 100.0% 36.00 39.00 668.0 8.3% 28.9% 37.0% 02/07/11 Berkshire Hathaway Wesco Financial 81.1% 100.0% 352.66 385.00 554.0 9.2% 18.6% 12.7% 08/06/08 Nationwide Mutual Nationwide Financial Services 66.5% 100.0% 47.20 52.25 2,478.9 10.7% 38.0% 18.9% 11/04/07 Alfa Mutual Alfa Corp 54.1% 100.0% 17.60 22.00 856.4 25.0% 44.7% 29.8% 05/17/07 American Financial Group Inc Great American Financial 81.0% 100.0% 23.50 24.50 235.6 4.3% 13.2% 11.8% 05/15/07 AIG 21st Century Insurance Co 60.7% 100.0% 19.75 22.00 811.1 11.4% 32.6% 24.9% 07/09/02 ProAssurance Corp Meemic Holdings Inc 84.0% 100.0% 28.00 29.00 35.4 3.6% 11.5% 36.1% Note: Transaction data as of December 16, 2018. Sources: Company filings and S&P Global Market Intelligence. 15 High 25.0% 45.3% 49.5% Mean 12.2% 31.3% 31.4% Median 10.7% 32.6% 36.1% Low 3.6% 11.5% 11.8% % Ownership Initial Final % Change % Premium Ann. Pre-Post-Offer Offer Deal From Initial Date Acquirer Target Deal Deal Price Price Value Offer to Stock Price 1-Day 30-Day

 

Mutual ($ in millions) Affiliated Public Companies – Summary Comparison (1) Does not exclude carrying value of the publicly-traded company. Sources: Company filings and S&P Global Market Intelligence. 16 EMCIDGICASTFC Mutual Company: Employers Mutual Casualty Company Donegal Mutual Insurance Company State Automobile Mutual Insurance Company Public Company: EMC Insurance Group Donegal Group Inc. State Auto Financial Corp. Pooling % Breakdown (Mutual – Public Co.): 70-30% 20-80% 35-65% Mutual Company Financials 2017Y NPW / C&S(1) : 1.04x 0.52x 0.86x 3-Year Avg. Combined Ratio: 99.9% 101.0% 105.9% Public Company Financials Market Capitalization: $697 $390 1,496 % Owned by Mutual: 55% 43% - Class A 84% - Class B 72% of Voting Power 61.2% 2017Y NPW / C&S: 1.10x 1.79x 1.48x 3-Year Avg. Combined Ratio: 98.4% 100.0% 105.2% Other Intercompany Agreements: ̶Employers Mutual performs all functions and EMCI shares total costs based on its pooling participation (other than certain costs that are directly allocated to certain subsidiaries) ̶Per occurrence and aggregate catastrophe excess of loss reinsurance program to minimize volatility from catastrophes and weather events ̶100% quota share agreement between Employers Re and Employers Mutual for assumed reinsurance business ̶Expense sharing agreement with Donegal Mutual for providing facilities, management and other services ̶Lease agreement with Donegal Mutual for office equipment and automobiles ̶Legal services from a law firm where the Company’s chairman is a partner ̶Investment management services provided by STFC’s subsidiary to State Auto Mutual ̶Loan to State Auto Mutual of $70 MM under two notes receivables

 

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