Y Alleghany Corp

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED APRIL 11, 2022

 

   , 2022

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Alleghany Corporation, a Delaware corporation (the “Company”), which will be held at     , on     , 2022, at    local time.

At the special meeting, holders of our common stock, par value $1.00 per share (“Company common stock”), will be asked to consider and vote on a proposal to approve the Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”), dated as of March 20, 2022, by and among Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), O&M Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Berkshire (“Merger Sub”), and the Company. Pursuant to the merger agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Berkshire (the “merger”). As a result of the merger, each issued and outstanding share of Company common stock (other than shares (a) held in the treasury of the Company or owned by Berkshire or any direct or indirect wholly owned subsidiary of Berkshire or (b) held by a stockholder who has demanded and perfected such holder’s demand for appraisal rights in accordance with Delaware law), will be cancelled and extinguished and converted into the right to receive $848.02 in cash, without interest.

The board of directors of the Company (the “Board”) has unanimously approved the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and determined that it is advisable, fair to and in the best interests of the Company and its stockholders to enter into the merger agreement.

The Board unanimously recommends that the stockholders of the Company vote “FOR” the proposal to approve and adopt the merger agreement and the merger. In addition, the Board unanimously recommends that the stockholders of the Company vote “FOR” the advisory (non-binding) proposal to approve the compensation that may become payable to the named executive officers of the Company in connection with the merger and “FOR” the proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies.

The enclosed proxy statement describes the merger agreement and the merger and provides specific information concerning the special meeting. In addition, you may obtain information about the Company from documents filed with the Securities and Exchange Commission (the “SEC”). We urge you to, and you should, read the entire proxy statement carefully, as it sets forth the details of the merger agreement and other important information related to the merger.

Your vote is very important. The merger cannot be completed unless holders of at least seventy-five percent (75%) of the voting power of the outstanding shares of Company common stock vote in favor of the approval of the merger agreement and the merger. If you fail to vote on the proposal to approve the merger agreement and the merger or abstain from voting, the effect will be the same as a vote against the approval of the merger agreement and the merger.

While stockholders may exercise their right to vote their shares in person, we recognize that many stockholders may not be able to attend the special meeting. Accordingly, we have enclosed a proxy that will enable your shares of Company common stock to be voted on the matters to be considered at the special meeting. If you are a stockholder of record and desire your shares of Company common stock to be voted in accordance with the Board’s recommendation on all proposals, you need only sign, date and return the proxy in the enclosed postage-paid envelope. Otherwise, please mark the proxy to indicate your voting instructions; sign and date the proxy; and return it in the enclosed postage-paid envelope. You also may submit a proxy by using a toll-free telephone number or the Internet. We have provided instructions on the proxy card for using these convenient services. Submitting a proxy will not prevent you from voting your shares of Company common stock in person

if you subsequently choose to attend the special meeting. Even if you plan to attend the special meeting in person, we request that you complete, sign, date and return the enclosed proxy and thus ensure that your shares of Company common stock will be represented at the special meeting if you are unable to attend.

If you hold your shares of Company common stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares of Company common stock. Without those instructions, your shares of Company common stock will not be voted, which will have the same effect as voting against the proposal to approve and adopt the merger agreement and the merger.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or by email at proxy@mackenziepartners.com.

Thank you for your continued support.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated    , 2022 and is first being mailed to stockholders on or about     , 2022.

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED APRIL 11, 2022

 

If you are a stockholder of record and you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the approval of the merger agreement and the merger, the advisory (non-binding) proposal to approve the compensation that may become payable to the named executive officers of the Company in connection with the merger and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. If you fail to vote or submit your proxy, the effect will be that your shares of Company common stock may not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the approval of the merger agreement and the merger, but will not affect the advisory vote to approve the compensation that may become payable to the named executive officers of the Company in connection with the merger or the vote regarding the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. If you are a stockholder of record, you may revoke your proxy by attending the meeting and voting in person.

The merger consideration represents a multiple of 1.26 times the Company’s book value at December 31, 2021, a 29% premium to the Company’s average stock price over the 30 days prior to announcement of the merger agreement and a 16% premium to the Company’s 52-week high closing stock price prior to the announcement of the merger agreement.

As of the close business on    , 2022, the record date for the special meeting, there were shares of Company common stock issued and outstanding.

If you are a stockholder of record and you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If you hold your shares of Company common stock in “street name” with your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, these shares will not be counted for purposes of determining whether a quorum is present at the special meeting since all of the proposals currently expected to be voted on at the special meeting are considered non-routine matters.

If you are a Company stockholder who holds shares of Company common stock in “street name” and you do not instruct your broker on how to vote your shares, your broker may not vote your shares, which will have the same effect as a vote against the proposal to approve and adopt the merger agreement and the merger and, assuming a quorum is present, will have no effect on the other proposals.

If you are a stockholder of record and you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to approve and adopt the merger agreement and the merger, the advisory (non-binding) proposal to approve the compensation that may become payable to the named executive officers of the Company in connection with the merger, and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

If you hold your shares of Company common stock in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the proposal to approve and adopt the merger agreement and the merger.

The record date for stockholders entitled to vote at the special meeting is earlier than the consummation of the merger. So, if you transfer your shares of Company common stock after the record date but before the closing of the merger, you will have transferred your right to receive the merger consideration in the merger, but you will have retained the right to vote at the special meeting.

To exercise appraisal rights under Delaware law, stockholders must submit a written demand for appraisal to the Company prior to the vote on the proposal to approve and adopt the merger agreement and the merger, must not vote in favor of the proposal to approve and adopt the merger agreement and the merger, and must continue to hold the shares of Company common stock of record through the effective time. Failure to comply strictly with the procedures set forth in the applicable provisions of Delaware law will result in the loss of appraisal rights. The text of the Delaware appraisal rights statute is reproduced in its entirety as Annex C to this proxy statement. We encourage you to read these provisions carefully and in their entirety.

MacKenzie Partners, Inc.

1407 Broadway, 27^th Floor

New York, New York 10018

Toll-free: (800) 322-2885

proxy@mackenziepartners.com

 

Alleghany Corporation

1411 Broadway, 34^th Floor

New York, New York 10018

Attention: Investor Relations

(212) 752-1356

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

This proxy statement, and the documents incorporated by reference in this proxy statement, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “project,” “expect,” “estimate,” “anticipate,” “plan,” “believe,” “should,” or the negative versions of those words or other comparable words. These forward-looking statements do not relate solely to historical or current facts, rather they are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time. These statements are not guarantees of future performance. These forward-looking statements are based upon the Company’s current expectations and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and the Company’s future financial condition and results.

Various forward-looking statements in this proxy statement relate to the acquisition by Berkshire of the Company. Important transaction-related and other risk factors that could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements include: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ii) the completion of the transaction on unanticipated terms and timing, including delays in obtaining required stockholder and regulatory approvals, and in satisfying the other conditions to the completion of the transaction; (iii) significant transaction costs associated with the transaction; (iv) potential litigation relating to the transaction, including the effects of any outcomes related thereto; (v) the risk that disruptions from the transaction will harm the Company’s business, including current plans and operations; (vi) the ability of the Company to retain and hire key personnel; and (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction.

Other factors that could cause these forward-looking statements to differ, possibly materially, from that currently contemplated include:

Additional risks and uncertainties include general economic and political conditions, including the effects of a prolonged U.S. or global economic downturn or recession; changes in costs; variations in political, economic or other factors; risks relating to conducting operations in a competitive environment; effects of acquisition and disposition activities, inflation rates, or recessionary or expansive trends; changes in interest rates; extended labor disruptions, civil unrest, or other external factors over which we have no control; changes in our plans, strategies, objectives, expectations, or intentions, which may happen at any time at our discretion; and other factors discussed in the Company’s Form 10-K and subsequent filings with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect subsequent circumstances or events.

Alleghany Corporation is a Delaware corporation with principal executive offices located at 1411 Broadway, 34^th Floor, New York, New York 10018, telephone number 212-752-1356. The Company owns operating subsidiaries and manages investments, anchored by a core position in property and casualty reinsurance and insurance. The Company’s property and casualty subsidiaries include: Transatlantic Holdings, Inc., a leading global reinsurer; RSUI Group, Inc., which underwrites wholesale specialty insurance coverages; and CapSpecialty, Inc., an underwriter of specialty casualty and surety insurance coverages. The Company’s subsidiary Alleghany Capital Corporation owns and supports a diverse portfolio of eight non-financial businesses.

A detailed description of the Company’s business is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 23, 2022, and which is incorporated by reference into this proxy statement. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

Berkshire Hathaway Inc. is a Delaware corporation with principal executive offices located at 3555 Farnam Street, Omaha, Nebraska 68131, telephone number 402-346-1400. Berkshire is a holding company that owns subsidiaries engaged in numerous diverse business activities. The most important of these are insurance businesses conducted on both a primary basis and a reinsurance basis, a freight rail transportation business and a group of utility and energy generation and distribution businesses. Common stock of Berkshire is listed on the NYSE, trading symbols BRK.A and BRK.B.

O&M Acquisition Corp. is a Delaware corporation and wholly owned subsidiary of Berkshire with principal executive offices located at 3555 Farnam Street, Omaha, Nebraska 68131, telephone number (402) 346-1400. Merger Sub was formed on March 18, 2022 solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement.

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the Board for use at the special meeting. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the special meeting to be held which will be held at    , on     , 2022,     at local time.

One purpose of the special meeting is for our stockholders to consider and vote upon the proposal to approve and adopt the merger agreement and the merger. Our stockholders must approve and adopt the merger agreement and the merger for the merger to occur. If our stockholders fail to approve and adopt the merger agreement and the merger, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and the material provisions of the merger agreement are described under “The Merger Agreement.”

In addition, in accordance with Section 14A of the Exchange Act, the Company is providing its stockholders with the opportunity to cast an advisory (non-binding) vote on the compensation that may be payable to its named executive officers in connection with the merger, the value of which is disclosed in the table in the section of this proxy statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.” The vote on executive compensation that may become payable in connection with the merger is a vote separate and apart from the vote to approve and adopt the merger agreement and the merger. Accordingly, a stockholder may vote to approve and adopt the merger agreement and the merger and vote not to approve the executive compensation and vice versa. Because the vote on executive compensation is advisory in nature only, it will not be binding on either the Company or Berkshire. Accordingly, because the Company is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger agreement and the merger are adopted and approved and regardless of the outcome of the advisory vote. Our stockholders are also being asked to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve and adopt the merger agreement and the merger.

This proxy statement and the enclosed form of proxy are first being mailed to stockholders on or about     , 2022.

After careful consideration, the Board has unanimously approved the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and determined that it is advisable, fair to and in the best interests of the Company and its stockholders to enter into the merger agreement. Certain factors considered by the Board in reaching its decision to approve and adopt the merger agreement and the merger may be found in the section of this proxy statement entitled “The Merger—Reasons for the Merger.”

In addition, the Board unanimously recommends that the stockholders of the Company vote “FOR” the advisory (non-binding) proposal to approve the compensation that may become payable to the named executive officers of the Company in connection with the merger and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

The holders of record of Company common stock as of the close of business on     , 2022, the record date, are entitled to receive notice of and to vote at the special meeting. As of the close of business on the record date, approximately    shares of Company common stock were issued and outstanding.

The presence at the special meeting, in person or by proxy, of holders entitled to cast a majority of all votes entitled to be cast at the meeting at the close of business on the record date will constitute a quorum, permitting the Company to conduct its business at the special meeting. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting. However, if a new record date is set for an adjourned special meeting, then a new quorum will have to be established. Proxies received but marked as abstentions as described below under the sub-heading “—Voting; Proxies; Revocation—Providing Voting Instructions by Proxy” will be included in the calculation of the number of shares considered to be present at the special meeting.

Shares of Company common stock held by stockholders of record that submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card will be counted for the purpose of determining whether a quorum is present at the special meeting.

Shares of Company common stock held by stockholders in “street name” by a broker, bank or other nominee that do not instruct the nominee how to vote such shares will not be counted for purposes of determining whether a quorum is present at the special meeting.

Each share of Company common stock issued and outstanding at the close of business on the record date is entitled to one vote at the special meeting.

For the Company to complete the merger, stockholders holding at least seventy-five percent (75%) of the voting power of the outstanding shares of Company common stock at the close of business on the record date must vote “FOR” the proposal to approve and adopt the merger agreement and the merger. A failure to vote your shares of Company common stock or an abstention from voting will have the same effect as a vote against the proposal to approve and adopt the merger agreement and the merger.

Approval of each of the advisory (non-binding) proposal on executive compensation that may become payable to the Company’s named executive officers in connection with the merger and the adjournment proposal requires the affirmative vote of a majority of the votes cast, in person or represented by proxy at the special meeting. An abstention will have the same effect as a vote against these proposals, but the failure to vote your shares will have no effect on the outcome of these proposals.

As of the close of business on the record date, there were     shares of Company common stock issued and outstanding.

As of the close of business on the record date, directors and executive officers of the Company were entitled to vote      shares of Company common stock, or approximately    % of the shares of Company common stock issued and outstanding on that date. We currently expect that the Company’s directors and executive officers will vote their shares in favor of the proposal to approve and adopt the merger agreement and the merger and the other proposals to be considered at the special meeting, although none of them is obligated to do so.

All holders of shares of Company common stock as of close of business on the    , 2022 record date, including stockholders of record and beneficial owners of Company common stock registered in the “street name” of a bank, broker or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares in “street name,” you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your bank, broker or other nominee or other similar evidence of ownership, along with proper identification.

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares of Company common stock in “street name” through a bank, broker or other nominee, you must provide a proxy executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the special meeting.

To ensure that your shares of Company common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares of Company common stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

Submit a Proxy Card by Mail. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of Company common stock will be voted in the manner directed by you on your proxy card.

If you fail to return your proxy card and you are a holder of record on the record date, unless you attend the special meeting and vote in person, the effect will be that your shares of Company common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, will have the same effect as a vote against the proposal to approve and adopt the merger agreement and the merger and will not affect the vote regarding the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies, or the advisory (non-binding) proposal to approve the compensation that may become payable to the named executive officers of the Company in connection with the merger. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to approve and adopt the merger agreement and the merger, the advisory (non-binding) proposal to approve the compensation that may become payable to the named executive officers of the Company in connection with the merger, and the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.

If your shares of Company common stock are held by a bank, broker or other nominee on your behalf in “street name,” your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your shares. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

In accordance with the rules of the NYSE, banks, brokers and other nominees who hold shares of Company common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the proposal to approve and adopt the merger agreement and the merger or any of the other proposals described in this proxy statement. Accordingly, if banks, brokers or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to the proposal to approve and adopt the merger agreement and the merger or any of the other proposals described in this proxy statement. Since all of the proposals currently expected to be voted on at the special meeting are considered non-routine matters, shares held in “street name” through a broker, bank or other nominee will not be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposals. For shares of Company common stock held in “street name,” only shares of Company common stock affirmatively voted “FOR” the proposal to approve and adopt the merger agreement and the merger will be counted as a favorable vote for such proposal.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting by:

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee in order to revoke your proxy or submit new voting instructions.

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of Company common stock represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the proposal to approve and adopt the merger agreement and the merger, a vote “AGAINST” the advisory (non-binding) proposal on executive compensation that may become payable to the Company’s named executive officers in connection with the merger, and a vote “AGAINST” the adjournment proposal.

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. In the event that there is present, in person or by proxy, sufficient favorable voting power to secure the vote of the stockholders of the Company necessary to approve the proposal to approve and adopt the merger agreement and the merger, the Company does not anticipate that it will adjourn or postpone the special meeting unless it is advised by counsel that failure to do so could reasonably be expected to result in a violation of applicable law.

The special meeting may be adjourned by the Board or the chairperson of the special meeting as long as the holders of a majority of the shares of Company common stock are present in person or represented by proxy at the special meeting. In addition, regardless of whether a quorum is present, the chairperson of the special meeting has the power under the Company’s bylaws to adjourn the special meeting from time to time. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

The Board is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of outstanding Company common stock. MacKenzie Partners, Inc., a proxy solicitation firm, has been retained to assist the Company in the solicitation of proxies for the special meeting, and the Company will pay

MacKenzie Partners, Inc. $75,000, plus reimbursement of out-of-pocket expenses for these services. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the Internet by MacKenzie Partners, Inc., or, without additional compensation, by certain of the Company’s directors, officers and employees.

If the merger agreement and merger are approved and adopted by the Company’s stockholders and the other conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company continuing as the surviving corporation in the merger and a wholly owned subsidiary of Berkshire.

Upon the consummation of the merger, each share of Company common stock issued and outstanding immediately before the effective time of the merger, other than shares (a) held in the treasury of the Company or owned by Berkshire or any direct or indirect wholly owned subsidiary of Berkshire or (b) held by a stockholder who has demanded and perfected such holder’s demand for appraisal rights in accordance with Delaware law, will be cancelled and extinguished and converted into the right to receive $848.02 in cash, without interest.

The Company common stock is currently registered under the Exchange Act and is traded on the NYSE under the symbol “Y.” As a result of the merger, the Company will cease to be a publicly traded company and will be wholly owned by Berkshire. Following the consummation of the merger, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act, and the Company will no longer be required to file periodic reports with the SEC with respect to the Company common stock, in each case in accordance with applicable law, rules and regulations.

As part of their ongoing evaluation of the Company’s business, the Board and the Company’s senior management periodically review and assess the Company’s operations, financial performance, total stockholder return, and prospects in light of industry conditions and the general economic environment and their potential impact on the Company’s long-term strategic goals and plans, which review and assessment includes potential opportunities for business combinations, acquisitions, dispositions and other financial and strategic alternatives. Over the past few years, the Board has evaluated, and senior management has had conversations with third parties regarding, a disposition, spin-off and/or initial public offering of each of the Company’s Transatlantic Holdings, Inc., RSUI Group, Inc. and CapSpecialty, Inc. businesses.

On the evening of March 7, 2022, Mr. Brandon and Warren E. Buffett, Chairman and Chief Executive Officer of Berkshire, met for dinner in New York City. Mr. Brandon, who took office as the Company’s Chief Executive Officer as of December 31, 2021 and previously had worked with Mr. Buffett as Chairman and Chief Executive Officer of Berkshire’s subsidiary General Re Corporation, had sent Mr. Buffett a copy of the annual letter to the Company’s stockholders, which accompanied the Company’s annual report, as the Company had done from time to time in prior years. Following receipt of the annual letter from Mr. Brandon, on February 25, 2022, Mr. Buffett suggested that they get together in New York or Nebraska.

After some casual conversation at the March 7 dinner meeting, Mr. Buffett conveyed Berkshire’s interest in acquiring the Company for $850 per share of common stock in cash, less any fee payable to the Company’s financial advisor, if the Board were interested in pursuing a transaction. He stated that Berkshire’s offer was not subject to any financing condition or any geopolitical risks and that Berkshire would not need to conduct any due diligence. Mr. Buffett indicated that if the Board were interested in pursuing a transaction at that price, Berkshire’s offer would be subject to both parties moving quickly to negotiate and announce a transaction. Mr. Buffett indicated that Berkshire would be willing to agree to a “go-shop” pursuant to which the Company would be able to solicit alternative proposals following execution of a merger agreement with Berkshire. Mr. Brandon said that he would convey Mr. Buffett’s offer to the Board, and would let him know if it were interested in pursuing a potential transaction.

Later on the evening of March 7, Mr. Brandon informed Jefferson W. Kirby, the Chair of the Board, and Christopher K. Dalrymple, Senior Vice President, General Counsel and Secretary of the Company, of Berkshire’s proposal. Mr. Kirby and Mr. Brandon agreed to call a special meeting of the Board to convey the offer and determine whether to proceed with further discussions.

On March 8, 2022, the Board met by videoconference with members of senior management and representatives of Willkie Farr & Gallagher LLP (“Willkie”), outside legal counsel to the Company. Mr. Brandon provided a

summary of his discussion with Mr. Buffett and described the terms of Berkshire’s offer. Representatives of Willkie and Mr. Dalrymple reviewed the Board’s fiduciary duties in connection with considering a potential sale of the Company. The Board determined that it would be in the best interest of the Company to engage in discussions with Berkshire about a potential sale of the Company. Accordingly, the Board authorized Mr. Kirby and Mr. Brandon to engage in discussions with representatives of Berkshire about a potential transaction. In light of potential conflicts of interest of the Company’s employees that may arise in connection with a sale of the Company, the Board directed that any negotiations with Mr. Buffett or other representatives of Berkshire should include Mr. Kirby. The Board discussed engaging a financial advisor in connection with the potential transaction to provide advice, render a fairness opinion in the event a transaction were agreed to and advise on and coordinate the outreach to potential acquirors during the potential “go-shop” process. The Board discussed the merits of engaging Goldman Sachs versus other financial advisors in light of the Berkshire proposal that explicitly deducted the financial advisory fee (on a per share basis) from the price per share to be received by the Company’s stockholders. The Board considered that Goldman Sachs has extensive knowledge of the industries in which the Company operates and significant experience advising companies similar to the Company in connection with potential strategic transactions, and had previously advised the Company in connection with the evaluation of several strategic transactions and thus knew the Company well and was well known to the Company and its management, which would allow Goldman Sachs to meet the anticipated timeline without sacrificing thoroughness. The Board discussed the desire for confidentiality and the possibility of public disclosure if multiple potential investment banks were contacted. The Board determined that in light of the foregoing factors, Mr. Brandon should contact Goldman Sachs to discuss its potential engagement and its fee.

In an executive session of the non-employee directors, the Board again discussed potential conflicts of interest arising out of a sale of the Company, including in connection with any amounts that would be payable to management as a result of a sale transaction and any future employment of management with the potential buyer, taking into account that Mr. Brandon had previously worked with Mr. Buffett as Chairman and Chief Executive Officer of Berkshire’s subsidiary General Re Corporation. The non-employee directors reiterated that in light of these potential conflicts, there should be no discussions with Berkshire regarding management’s possible post-closing employment with the potential buyer or any amounts payable to management as a result of a transaction until after the price per share and other material terms of any transaction had been agreed upon, and that Mr. Kirby should participate in any price negotiations going forward if and when they occurred.

On March 10, 2022, Mr. Brandon and Mr. Dalrymple communicated to Mr. Buffett the Board’s willingness for the Company to pursue discussions regarding a potential transaction with Berkshire. They agreed that the next step would be for Mr. Kirby and Mr. Brandon to meet with Mr. Buffett in Nebraska. Later that day, the Company and Berkshire executed a confidentiality agreement which contained a customary standstill provision.

On March 12, 2022, Mr. Kirby and Mr. Brandon met with Mr. Buffett in Omaha, Nebraska. Mr. Buffett confirmed the terms of his original offer and underscored Berkshire’s ability to provide closing certainty, reiterating that the offer was not subject to any due diligence nor would the closing be contingent upon Berkshire obtaining third-party financing. Mr. Brandon left the meeting and Mr. Kirby then met with Mr. Buffett one-on-one. Mr. Kirby asked Mr. Buffett to increase the price by increasing the $850 price per share or potentially by eliminating the deduction to the merger consideration for the fee payable to the financial advisor. Mr. Kirby also asked Mr. Buffett if he would consider using Berkshire’s stock as a portion of the deal consideration. Mr. Buffett reiterated the terms of his original offer, indicating firmly he did not intend to change his position on those points.

On March 13, 2022, the Board met by videoconference with members of senior management and Willkie. Mr. Kirby and Mr. Brandon provided an update on their March 12 meeting with Mr. Buffett. Representatives from Willkie provided an overview of a potential transaction timeline, including the Company’s ability to solicit alternative proposals after signing during the Go-Shop Period, to receive unsolicited proposals during the subsequent “no-shop” period up until the date of the special meeting of stockholders, and the process to obtain required regulatory approvals. Willkie reviewed and the Board discussed its fiduciary duties. At the Board’s request, representatives of Goldman Sachs reviewed Mr. Buffett’s offer relative to the Company’s historical and projected performance and its valuation (using several customary financial metrics), led a discussion about the insurance industry and general M&A trends, ongoing inflation concerns and uncertain geopolitical conditions, and discussed a number of strategic alternatives including remaining as a stand-alone public company. Goldman Sachs also reviewed other potential acquirors of the Company and sale process alternatives. Goldman

Sachs then left the meeting and the Board authorized continued discussions about a potential transaction with Berkshire and the engagement of Goldman Sachs as financial advisor for a fee of $27 million (representing $1.98 per share of Company common stock, or 0.23% of the $850 per share price), understanding that the financial advisory fee would be deducted from the per share price and that Goldman Sachs’ role in advising the Board would be instrumental in ensuring a full and fair process consistent with the Board’s fiduciary duties, including soliciting alternative proposals following the announcement of any transaction with Berkshire in search of the highest price reasonably available. Representatives from Willkie reviewed information regarding certain relationships that Goldman Sachs had with Berkshire and its affiliates, as more fully described on page 29. After participating in a private session with the Board, Mr. Brandon was excused, following which the Board and representatives from Willkie discussed in an executive session the transaction and the timeline to potentially execute the merger agreement and to consummate a merger transaction.

Later on the evening of March 13, 2022, the Company executed an engagement letter with Goldman Sachs.

On March 14, 2022, Munger, Tolles and Olson LLP, outside legal counsel to Berkshire (“Munger”), and Willkie discussed drafting responsibilities among the lawyers and the anticipated timeline to execute a merger agreement. That afternoon, Munger sent Willkie an initial draft of the merger agreement that, among other things, included a 25-day “go-shop” provision, with a right for Berkshire to match any superior proposal with five business days’ notice, but no termination fee would be payable by the Company if, prior to the approval of the merger agreement by the Company’s stockholders, the Company were to terminate the agreement in favor of a superior proposal either during the “go-shop” period or thereafter. The draft merger agreement also proposed an outside date six months after the signing date, with the option to extend such date for 60 days to obtain any required regulatory approvals not received as of the outside date. The treatment of outstanding Company equity awards was not addressed in the draft. Later on March 14, 2022, senior management and Mr. Kirby informed Mr. Buffett and Marc D. Hamburg, Chief Financial Officer, Secretary and Senior Vice President of Berkshire, that the Company had engaged Goldman Sachs, and had agreed to pay Goldman Sachs a financial advisory fee if a transaction were consummated of $27 million, which is the equivalent of $1.98 per share of Company common stock.

On March 15, 2022, representatives of Willkie and Munger discussed Munger’s initial draft of the merger agreement, particularly the deduction from the purchase price of the financial advisory fee, the 25-day “go-shop” period, the five business day match right for Berkshire subsequent to a superior offer, the lack of a termination fee payable to Berkshire in the event there is a superior offer and the agreement is terminated, the terms of the regulatory approval provisions and the lack of a reverse termination fee in the event regulatory approval is not obtained, and the outside date of six months after signing with one 60-day extension to obtain regulatory approvals.

On March 16, 2022, Willkie sent Munger a revised draft of the merger agreement. Willkie’s draft included a “go-shop” period of 35 days and eliminated Berkshire’s matching right. The draft also included an outside date of eight months after signing with two automatic 60-day extensions, revisions to the regulatory approval provisions and a reverse termination fee that would be payable by Berkshire to the Company if the Company were to terminate the merger agreement due to the failure to obtain required regulatory approvals prior to the outside date.

On March 17, 2022, the Board met by videoconference with senior management and representatives from Willkie and Goldman Sachs. Willkie reviewed the Board’s fiduciary duties in the context of considering a potential sale of the Company and summarized the material terms of the merger agreement, including unresolved points relating to the length of the “go-shop” period and inclusion of a match right, the absence of a reverse termination fee due to regulatory approval failure, and the outside date and any permitted extension for regulatory approval. Willkie noted that Berkshire did not propose that the Company pay a termination fee if the Company were to terminate the merger agreement in order to accept a superior proposal from another acquiror, whether the superior proposal came during the “go-shop” period or thereafter during the “no-shop” period up until the actual date of the special meeting of stockholders to approve the sale of the Company. The Board discussed that the absence of a termination fee was highly unusual and favorable to the Company because termination fees made it more expensive for alternative acquirors to acquire a company and could discourage bidders from submitting proposals during a “go-shop” period or thereafter during the “no-shop” period. Willkie discussed the lack of a reverse termination fee that would be payable by Berkshire to the Company if antitrust or other regulatory approvals were not received.

Representatives from Goldman Sachs reviewed potential alternatives that could be available to the Company as an alternative to the status quo or a transaction with Berkshire, including the potential sale or spin-out of one or more of the Company’s business units, and each alternative’s potential value, execution risk and associated timing considerations and costs. The Board considered the merits and risks of contacting other potential acquirors prior to signing, including the risk that Berkshire, in light of Mr. Buffett’s past statements that Berkshire avoids auction processes and Berkshire’s track record of not participating in auctions, would withdraw its proposal, and the risk of a leak from such outreach and the impact of such a leak on the process for signing of a definitive agreement. After this discussion, the Board decided that the potential benefit of contacting other potential acquirors prior to signing was outweighed by the risks and that relying on the Company’s ability to solicit and consider superior proposals from an alternative acquiror after the announcement of a transaction with Berkshire without the prospect of having to pay Berkshire a termination fee if the Company were to terminate the merger agreement to enter into a superior proposal would be the appropriate strategy to pursue in the Company’s circumstances. In an executive session attended by the non-employee directors and representatives of Willkie, the Board discussed a memorandum prepared by senior management outlining a proposal for the treatment of outstanding Company equity awards upon the closing of the merger, and authorized senior management to communicate the proposal to Berkshire.

On March 17, 2022, Munger sent Willkie a revised draft of the merger agreement and thereafter Willkie and Munger finalized the open points of the transaction. After discussion and negotiation, the draft merger agreement provided for a 25-day “go-shop” period with two business days’ notice, no termination fees would be payable upon termination of the merger agreement and an outside date of eight months after the signing date with two automatic 60-day extensions thereof to obtain any regulatory approvals not received as of the outside date.

On March 18, 2022, senior management and Mr. Kirby communicated to Mr. Buffett and Mr. Hamburg the Board-authorized proposal for the treatment of outstanding Company equity awards upon the closing of the merger. The proposal provided that (i) each outstanding RSU (other than Director RSUs) would be valued at the merger consideration and paid out in cash on the existing vesting schedule following the closing, (ii) each outstanding PSU (other than the Match Award) would be valued at the merger consideration (assuming maximum level of performance was achieved) and paid to holders following the completion of the applicable performance period, (iii) each outstanding PSU under the Match Award held by Mr. Brandon would be subject to the same treatment as other PSUs except that in lieu of assuming maximum level performance, the amount of cash payable in respect of the Match Award would be determined based on actual attainment of the applicable performance goal during the applicable performance period, and (iv) each outstanding Director RSU of the Company would be valued at the merger consideration and paid to the holders at the same time as specified in the applicable plan and award agreement. Subsequently, Berkshire agreed with the material terms of this proposal, and Willkie and Munger reflected the terms in the merger agreement.

On March 20, 2022, the Board held a meeting by videoconference attended by the Company’s senior management and representatives of Goldman Sachs and Willkie. Representatives of Willkie reviewed the Board’s fiduciary duties and other legal matters in connection with the Board’s consideration of the proposed merger agreement, and reviewed with the Board the terms of the proposed merger agreement. Representatives of Goldman Sachs then reviewed and discussed its financial analyses with respect to the Company and the proposed merger. Thereafter, at the request of the Board, Goldman Sachs rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Goldman Sachs’ written opinion dated the same date) as to, as of March 20, 2022, the fairness, from a financial point of view, to the holders of Company common stock, other than Berkshire and its affiliates, of the merger consideration to be received by such stockholders in the merger pursuant to the merger agreement.

The Board considered the benefits and costs to stockholders of capturing and monetizing the value of the business through Berkshire’s all-cash proposal, versus the risks and opportunities of continuing on a stand-alone basis or soliciting proposals for various divestiture alternatives such as the sale or spin out of one or more of the Company’s business units. The Board considered the terms of the merger agreement that would allow the Company to solicit and entertain third-party proposals following the execution and announcement of the merger agreement, without the prospect of having to pay a termination fee if the Board were to pursue an alternative proposal that was superior to the merger with Berkshire, no matter when the superior proposal was received prior

to the special meeting of stockholders to approve the sale of the Company. After discussion, the Board concluded that it would be in the best interests of the Company and its stockholders to secure the benefits of the proposed transaction with Berkshire, while retaining the ability to pursue and accept a superior proposal following announcement of a transaction with Berkshire.

The Board unanimously approved the merger agreement as being in the best interests of the Company and its stockholders, and unanimously authorized the execution and delivery of the merger agreement.

That evening, the Company and Berkshire executed the merger agreement.

On the morning of March 21, 2022, prior to the commencement of trading on the NYSE, the Company and Berkshire issued a joint press release announcing the transaction and their execution of a definitive merger agreement.

On or about March 21, 2022, at the direction of the Board, representatives of Goldman Sachs began the “go-shop” process. During the “go-shop” process, 23 potential strategic bidders and 8 potential financial sponsor bidders were contacted about their potential interest in submitting a proposal for a transaction with the Company that would be superior to the one contemplated in the merger agreement with Berkshire.

As described above in the section of this proxy statement entitled “—Background of the Merger,” prior to and in reaching its determination to approve the merger agreement and the merger, the Board consulted with and received the advice of Goldman Sachs and Willkie, discussed certain issues with the Company’s management and considered a variety of factors weighing positively in favor of the merger agreement and the merger, each of which the directors believed supported their decision, including the following material factors:

In the course of its deliberations, the Board also considered a variety of risks and countervailing factors related to the merger agreement and the merger, including the following material factors:

In addition to considering the factors described above, the Board also identified and considered a variety of other factors, including the following:

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. The Board collectively reached the conclusion to approve the merger agreement and deem the merger agreement, the merger and the other transactions contemplated by the merger agreement, to be advisable and in the best interests of the Company, in light of the various factors described above and other factors that the members of the Board believed were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. Rather, the Board made its recommendation based on the totality of the information available to the Board, including discussions with, and questioning of, the Company’s management and the financial and legal advisors. In considering the factors discussed above, individual members of the Board may have given different weights to different factors.

After careful consideration, the Board has unanimously approved and adopted the merger agreement, the merger and the other transactions contemplated by the merger agreement and determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of the Company and its stockholders.

Goldman Sachs rendered its opinion to the Board that, as of March 20, 2022 and based upon and subject to the factors and assumptions set forth therein, the $848.02 in cash per share of Company common stock to be paid to the holders (other than Berkshire and its affiliates) of the outstanding shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated March 20, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided financial advisory services and its opinion for the information and assistance of the Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of shares of Company common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for Company common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the insurance and reinsurance industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs is not an actuary and Goldman Sachs’ services did not include any actuarial determination or evaluation by Goldman Sachs or any attempt to evaluate actuarial assumptions and Goldman Sachs relied on the Company’s actuaries with respect to reserve adequacy. In that regard, Goldman Sachs made no analysis of, and expressed no opinion as to, the adequacy of the loss and loss adjustments expenses reserves of the Company. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Prior to the entry into the merger agreement, Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, the Company or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $848.02 in cash per share of Company common stock to be paid to the holders (other than Berkshire and its affiliates) of the outstanding shares of Company common stock pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the merger, whether relative to the $848.02 in cash per share of Company common stock to be paid to the holders (other than Berkshire and its affiliates) of the outstanding shares of

Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which the shares of Company common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Berkshire or the merger, or as to the impact of the merger on the solvency or viability of the Company, Berkshire or Merger Sub, or the ability of the Company, Berkshire or Merger Sub to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs. In addition, Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. 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 March 18, 2022, the last trading day prior to the date that Goldman Sachs rendered its opinion to the Board, and is not necessarily indicative of current market conditions.

Goldman Sachs reviewed the historical trading prices for Company common stock for the one-year period ending March 18, 2022. In addition, Goldman Sachs analyzed the consideration to be paid to holders of the outstanding shares of Company common stock pursuant to the merger agreement in relation to:

This analysis indicated that the price per share of Company common stock to be paid to the Company stockholders pursuant to the merger agreement represented:

Using the Forecasts, Goldman Sachs performed an illustrative dividend discount analysis on the Company to derive a range of illustrative values per share for the Company’s fully diluted shares of Company common stock. Goldman Sachs discounted the estimated capital return to shareholders (in the form of dividend streams and share repurchases) from the Company for the period 2022 through 2024 as reflected in the Forecasts, which contemplate only share repurchases and no dividends, and the range of terminal values to derive present values, as of December 31, 2021, for the Company. Goldman Sachs calculated a range of terminal values for the Company by applying P/BV multiples ranging from 0.90x to 1.20x to the projected book value per share (including accumulated other comprehensive income (“AOCI”)) of the Company in 2024 as reflected in the Forecasts. These illustrative P/BV multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, the current and historical observed P/BV multiples for the Company. Goldman Sachs used a range of discount rates from 9.2% to 10.4%, reflecting estimates of the Company’s cost of equity. Goldman Sachs derived such estimated cost of equity by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the U.S. financial markets generally. This analysis implied a value of $599 to $807 per share of Company common stock (rounded to the nearest $1.00) as of December 31, 2021 (based on fully diluted shares of Company common stock outstanding as of March 18, 2022, as provided by the Company’s management).

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s financial multiples. For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2022 to 2024. Goldman Sachs first calculated and implied a range of theoretical future values per share of Company common stock as of December 31, 2022 through December 31, 2024, by applying illustrative P/BV multiples ranging from 0.90x to 1.20x to the Company’s projected book value per share of Company common stock (including AOCI) as of December 31 of each such year, per the Forecasts. These illustrative multiples were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical observed P/BV multiples for the Company. Goldman Sachs then discounted to present value as of December 31, 2021 both the range of theoretical future values per share it derived for the Company and the estimated dividends to be paid per share of Company common stock through the end of the applicable period as reflected in the Forecasts using a discount rate of 9.8%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such estimated cost of equity by application of the capital asset pricing model, which requires certain company-specific inputs, including a beta for the Company, as well as certain financial metrics for the U.S. financial markets generally. This analysis resulted in a range of implied present values of $567 to $791 per share of Company common stock (rounded to the nearest $1.00).

Goldman Sachs analyzed certain publicly available information relating to certain acquisition transactions announced since 2014 involving target companies in the property and casualty insurance and reinsurance industry.

For each of the selected transactions, Goldman Sachs calculated and compared: (i) the equity value of each transaction as a multiple of the target company’s book value (including AOCI) as reported or calculated using publicly available financial information for the most recent financial period reporting date prior to the announcement (“P/BV multiples”) of the applicable transaction. While none of the target companies in the selected transactions are directly comparable to the Company and none of the selected transactions are directly comparable to the merger, the target companies in the selected transactions are companies with certain operations that, for the purposes of analysis, may be considered similar to certain operations of the Company.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations of P/BV multiples and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of price to book value (including AOCI) multiples of 1.12x to 1.36x (representing the 25th and 75th percentile premium, respectively, of the implied price to book value multiples calculated for the transactions as described above) to the Company’s December 31, 2021 fully diluted book value (including AOCI) per share of Company common stock of approximately $673.39 (based on fully diluted shares of Company common stock outstanding as of March 18, 2022, as provided by the Company’s management) to derive a range of implied values per share of Company common stock of $756 to $914 (rounded to the nearest $1.00).

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced during the time period from January 1, 2017 through March 18, 2022 involving targets that were public companies based in the U.S. in which the disclosed enterprise values for the transactions were greater than $1.0 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile of the premia paid in the 231 acquisitions announced during such period relative to the target’s closing stock price one day prior to the original announcement date of the transaction. This analysis indicated (i) a median premium of approximately 29.5%, (ii) a 25th percentile premium of approximately 16.5% and (iii) a 75th percentile premium of approximately 53.0% across the period. Using this analysis and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of 16.5% to 53.0% to the closing price per share on March 18, 2022 of $676.75 and calculated a range of implied values per Share of $788 to $1,035 (rounded to the nearest $1.00).

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Berkshire or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Board as to the fairness from a financial point of view, as of the date of the opinion, to the holders (other than Berkshire and its affiliates) of the outstanding shares of Company common stock of the $848.02 in cash per share of Company common stock to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Berkshire, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The consideration of $848.02 in cash per share of Company common stock was determined through arm’s-length negotiations between the Company and Berkshire and was approved by the Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Berkshire, any of their respective affiliates and third parties, including affiliates of Warren Buffett, a significant shareholder of Berkshire (the “Significant Shareholder”) or any currency or commodity that may be involved in the merger contemplated by the merger agreement. Goldman Sachs acted as financial advisor to the Company in connection with, and has participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and/or its affiliates from time to time for which the Goldman Sachs Investment Banking Division has received, and may receive, compensation, including having acted as a book runner with respect to a public offering of the Company’s 3.25% senior unsecured notes due August 2051 (aggregate principal amount $500,000,000) in July 2021; and as a book runner with respect to a public offering of the Company’s 3.625% senior unsecured notes due May 2030 (aggregate principal amount $500,000,000) in May 2020. During the two-year period ended March 20, 2022, the Investment Banking Division of Goldman Sachs has also been engaged by Berkshire or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation, including having acted as a book runner with respect to a public offering by Burlington Northern Santa Fe Corporation, a subsidiary of Berkshire, of its investment grade bonds due in 2051 (aggregate principal amount $925,000,000) in March 2021; as a book runner with respect to a public offering of Berkshire’s JPY-denominated senior notes (aggregate principal amount $2,316,000,000) in April 2020; and as a book runner with respect to a public offering of Burlington Northern

Santa Fe Corporation’s investment grade bonds (aggregate principal amount $575,000,000) in April 2020. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Berkshire, the Significant Shareholder and their respective affiliates for which Goldman Sachs’ Investment Banking Division may receive compensation.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to an engagement letter, dated March 13, 2022, as amended, the Company engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee of $27 million, all of which is contingent upon consummation of the merger. In addition, the Company has agreed to indemnify Goldman Sachs and related persons against certain liabilities that may arise out of Goldman Sachs’ engagement.

performance, general business and economic conditions and other factors described in the “Risk Factors” section of our Annual Report on Form 10-K, as updated by subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC and incorporated by reference into this proxy statement. Also see the section of this proxy statement entitled “Where You Can Find More Information.” These Projections also reflect numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these Projections. Since the Projections cover multiple years, such information by its nature becomes less predictive with each successive year. Accordingly, there can be no assurance that the forecasted results summarized below will be realized.

The Projections contain certain adjusted financial measures that our management believes the most meaningful and useful to investors, analysts, rating agencies and others who use financial information in evaluating the performance of the Company. The adjusted financial measures are not meant to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. While we believe these adjusted financial measures provide meaningful and useful information to investors, analysts, rating agencies and others who use financial information in evaluating the performance of the Company, there are limitations associated with the use of these adjusted financial measures. These adjusted financial measures are not prepared in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of adjusted financial measures were not relied upon by our Board or our financial advisor in connection with their respective evaluation of the merger. Accordingly, we have not provided a reconciliation of the adjusted financial measures included in the Projections to the relevant GAAP financial measures.

The following is a summary of the Projections:

Readers of this proxy statement are cautioned not to place undue reliance on the specific portions of the Projections set forth above. No one has made or makes any representation to any stockholder regarding the information included in the Projections.

For the foregoing reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as an indication that the Projections will necessarily be predictive of actual future events, and they should not be relied on as such. Except as required by applicable securities laws, the Company does not intend to update or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

The Company and Berkshire estimate that the total amount of funds required to complete the merger and related transactions and pay related fees and expenses will be approximately $    billion. We understand that Berkshire intends to fund this amount through available cash.

In considering the recommendation of the Board that you vote to approve and adopt the merger agreement and the merger, you should be aware that aside from their interests as stockholders of the Company, the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, those of other stockholders of the Company generally. Members of the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to the stockholders of the Company that the merger agreement and the merger be approved and adopted. See the section of this proxy statement entitled “The Merger—Background of the Merger” and the section entitled “The Merger—Reasons for the Merger.” The Company’s stockholders should take these interests into account in deciding whether to vote “FOR” the proposal to approve and adopt the merger agreement and the merger. These interests are described in more detail below, and certain of them are quantified in the disclosure below.

As described below under the section of this proxy statement entitled “The Merger Agreement—Treatment of Company Equity Awards,” equity-based awards held by the Company’s directors and executive officers immediately prior to the effective time of the merger will be treated at the effective time of the merger as follows:

Restricted Stock Units. Each outstanding RSU, other than Director RSUs, including any dividend equivalent units credited in respect thereto, will be cancelled and converted into the right to receive from the surviving corporation an amount equal to the merger consideration and such amount, less any required withholding taxes, will be paid in cash to the holder of such RSU within 15 business days of the existing vesting date applicable to such RSU if the holder continues employment through the vesting date. In addition, the merger agreement provides for full accelerated vesting and payment of such amount within 15 business days (subject to any required delay in payment required by Section 409A of the Code) of the earlier termination of holder’s employment without cause or due to the holder’s death, total disability or RSU Qualified Retirement, in each case, prior to the applicable vesting date. The table below sets forth the number of shares of Company common stock, rounded to the nearest whole share, subject to RSUs held by each of the Company’s executive officers and the applicable vesting date of each such RSU:

Performance Shares. Each outstanding PSU, other than the Match Award, including any dividend equivalent units credited in respect thereto, will be cancelled and converted into the right to receive from the surviving corporation an amount equal to the merger consideration (assuming maximum level performance was achieved for purposes of determining the number of PSUs) and such amount, less any required withholding taxes, will be paid in cash to the holder of such PSU at the time specified in the applicable plan and award agreement following the completion of the applicable performance period if the holder continues employment through the end of such performance period in accordance with the original payment terms of the award, without any ongoing performance-vesting conditions. In addition, the merger agreement provides for full accelerated vesting of the right to receive such amount upon the earlier termination of holder’s employment without cause or due to holder’s death, total disability or PSU Qualified Retirement, consistent with the original terms of these awards. The table below sets forth the number of shares of Company common stock, rounded to the nearest whole share, subject to PSUs held by each of the Company’s executive officers (assuming maximum level performance) and the last day of the applicable performance period, excluding the Match Award:

Match Award. The PSUs granted to Mr. Brandon under the Match Award, including any dividend equivalent units credited in respect thereto, will be cancelled and converted into the right to receive from the surviving corporation an amount in cash equal to the merger consideration less any required withholding taxes, payable to Mr. Brandon at the time specified in the applicable plan and award agreement following the completion of the performance period if Mr. Brandon continues employment through the end of such performance period in accordance with the original payment terms of the award. However, unlike the PSUs held by other employees, maximum level performance achievement will not be assumed for purposes of determining the number of PSUs under the Match Award. Instead, the amount payable to Mr. Brandon in respect of the Match Award will be determined based on the actual attainment of the “adjusted book value per common share” performance goal during the Match Award’s five-year performance period ending December 31, 2026 and the actual number of

PSUs earned during the performance period. The merger agreement provides for full accelerated vesting of the right to receive the amount payable in respect of the Match Award upon the earlier termination of Mr. Brandon’s employment without cause or due to his death, total disability or PSU Qualified Retirement, consistent with the PSUs held by other employees. The number of shares subject to the PSUs under Mr. Brandon’s Match Award are 11,457 assuming target level performance and 22,914 assuming maximum level performance.

In addition, similar “at risk” treatment may apply to other PSUs held by Mr. Brandon to the extent necessary to eliminate or reduce exposure to Mr. Brandon under Section 280G of the Code, as agreed to by the Company, which could result in a reduced payout to Mr. Brandon in respect of his other PSUs depending on the actual attainment of the performance goals during the applicable performance period.

Director Awards. Each outstanding Director RSU, including any dividend equivalent units credited in respect thereto, will be cancelled and converted into the right to receive from the surviving corporation the merger consideration in cash at the time specified in the applicable plan and award agreement or applicable deferral election. In addition, the equity awards made to our non-employee directors on the business day following our 2021 annual meeting of stockholders pursuant to the Company’s 2015 Directors’ Stock Plan will vest as of April 30, 2022.

Each RSU (except for any RSU that vests prior to the effective time of the merger), PSU and Director RSU will be credited with interest at the prime rate from the effective time of the merger until the respective payment date.

Deferred Compensation Plan. The Company’s Officers and Highly Compensated Employees Nonqualified Deferred Compensation Plan (the “DCP”) provides for unfunded nonqualified deferred compensation arrangements for the benefit of officers and highly compensated employees of the Company and certain subsidiaries. Under the DCP, the Company may make contributions to a participant’s plan account and participants may elect to defer all or a portion of their base salary or non-equity incentive compensation under the plan. A participant may elect to have amounts under the plan either credited with interest at the prime rate (“notional prime rate election”), treated as though invested in the Company’s common stock (“common stock election”), or increased or decreased by an amount proportionate to the growth or decline in the Company’s stockholders’ equity per share (“stockholders equity election”). The merger agreement provides that any amounts for which a “common stock election” or a “stockholders equity election” is in effect under the DCP will be deemed reinvested into the “notional prime rate election” alternative thereunder. After the closing of the merger, no further “common stock elections” or “stockholders equity elections” will be permitted under the DCP.

Quantification of Payments. For an estimate of the amounts that would be realized by the Company’s named executive officers in respect of their equity awards in connection with the merger, see the section of this proxy statement entitled “—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below. We estimate that the aggregate amount that would be realized by the Company’s eight non-employee directors in respect of their equity-based awards is $15,985,805.

Mr. Brandon’s employment agreement provides that, in the event of a termination of his employment by the Company without cause (other than due to death or total disability), subject to his execution of a release of claims in favor of the Company and its affiliates, he will be entitled to continued payment of his base salary until such payments aggregate $1,050,000 on a gross basis, as severance. Such severance payments shall be conditioned on Mr. Brandon’s compliance with certain restrictive covenants, including a confidentiality provision, an invention assignment provision and one-year post-termination non-competition and non-solicitation covenants. Mr. Brandon’s severance payments would be payable over time following a qualifying termination of employment without regard to the consummation of the merger and are not enhanced by reason of the merger or a termination of employment following the merger.

For an estimate of the value of the severance payments and benefits described above that would be payable to Mr. Brandon, see the section of this proxy statement entitled “—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

Pursuant to Mr. Brandon’s employment agreement, he is entitled to receive a matching PSU award covering the first $7.5 million worth of shares of Company common stock (assuming target level performance) that he purchased during the period between October 1, 2021 and September 30, 2022 and shares of Company common

stock that he notionally invested into his account under the DCP as of April 1, 2022. Between October 1, 2021 and March 4, 2022, Mr. Brandon purchased 9,085 shares of Company common stock on the open market and, pursuant to the terms of the DCP and his Match Award agreement, his account under the DCP was notionally invested on March 1, 2022 into another 2,386.9279 shares of Company common stock, which shares became subject to the Match Award agreement.

The award agreement for Mr. Brandon’s Match Award provides that PSUs will be earned based on the Company’s “Adjusted Book Value Per Common Share” (as defined in the award agreement) achievement during the five year period commencing January 1, 2022 and ending December 31, 2026. 200% of the target PSUs will be earned for Adjusted Book Value Per Common Share achievement of 10% or more, 100% will be earned for Adjusted Book Value Per Common Share achievement of 7%, 50% will be earned for Adjusted Book Value Per Common Share achievement of 4% and 0% will be earned for Adjusted Book Value Per Common Share achievement of less than 4%, with straight-line interpolation used to calculate the earned amount if achievement is between the percentages above.

Pursuant to the Match Award agreement, to earn the PSUs under the Match Award, Mr. Brandon would be required to remain in continued employment with the Company through the end of the performance period, except that, if his employment terminates on or after December 31, 2024 (i) by the Company without “Cause” (as defined in Mr. Brandon’s employment agreement), or (ii) due to his death, total disability or retirement (which is defined in Mr. Brandon’s Match Award agreement as his retirement from the Company that occurs after he has attained age 65 and has completed 12 years of service, provided that he has not engaged in conduct that constitutes “Cause” prior to his retirement), Mr. Brandon would be entitled to pro-rata vesting of his matching PSUs based on the Company’s “Adjusted Book Value Per Common Share” achievement during the performance period as of the December 31st immediately preceding his termination date or, if his employment terminates on December 31st, as of such date.

Under the merger agreement, each outstanding PSU under the Match Award, including any dividend equivalent units credited in respect thereto, will be cancelled and converted into the right to receive from the surviving corporation an amount equal to the merger consideration, less any required withholding taxes, payable in cash to Mr. Brandon at the time specified in the applicable plan and award agreement following the completion of the performance period if Mr. Brandon continues employment through the end of such performance period in accordance with the original payment terms of the award. However, unlike the PSUs held by other employees, maximum level performance achievement will not be assumed for purposes of determining the number of PSUs under the Match Award. Instead, the amount payable to Mr. Brandon in respect of the Match Award will be determined based on the actual attainment of the “adjusted book value per common share” performance goal during the Match Award’s five-year performance period ending December 31, 2026. The merger agreement provides for full accelerated vesting of the right to receive the amount payable in respect of the Match Award upon the earlier termination of Mr. Brandon’s employment without cause or due to his death, total disability or PSU Qualified Retirement, consistent with the PSUs held by other employees.

Mr. Brandon’s award agreement also provides that he must maintain unencumbered beneficial ownership of the purchased shares and notional shares credited under the DCP on which matching PSUs were granted and shares of the Company’s common stock he owned as of the date of grant of the Match Award, which covered a total of 34,325.9279 shares of Company common stock (collectively, the “Vested Securities”), throughout the five-year performance period in order to receive the full amount of matching PSUs. However, pursuant to the merger agreement, shares of common stock owned by Mr. Brandon that are treated as Vested Securities will be converted into the right to receive an amount in cash based on the per share merger consideration, and notional shares of common stock credited to Mr. Brandon under the DCP that are treated as Vested Securities will be deemed to be reinvested into the “notional prime rate election” alternative under the DCP. As a result, after the merger, Mr. Brandon will no longer hold any Vested Securities and, consequently, the foregoing restriction on transferring Vested Securities will cease to apply.

cash retainer for Board service that non-employee directors are otherwise entitled to receive; and (iii) the amount of annual cash payments that non-employee directors are otherwise entitled to receive for committee service, paid pro rata on a monthly basis until the closing of the merger.

The non-employee directors were granted annual equity awards on the business day following the 2021 annual meeting of stockholders, which are scheduled to vest at the next annual meeting of stockholders, which was expected to occur in April 2022. The 2022 annual meeting of stockholders is not expected to be held in April 2022. As a result, in connection with the merger agreement, the Company agreed to cause the 2021 annual equity awards granted to the Company’s non-employee directors to vest on April 30, 2022.

In accordance with the disclosure letter to the merger agreement, Berkshire will cause the surviving corporation to provide severance to any employee, including any executive officer, who is terminated without cause by Berkshire or its subsidiaries within one year following the effective time of the merger, equal to one year’s salary and target annual bonus (or, for John F. Shannon, the Company’s Senior Vice President and Chief Investment Officer, his maximum annual bonus), plus full COBRA premium subsidy for such period, subject to such employee’s execution of an effective general release of claims in favor of the surviving corporation and its affiliates (the “Post-Closing Severance Program”).

For an estimate of the value of the severance payments and benefits described above that would be payable to each of the Company’s named executive officers, see the section of this proxy statement entitled “—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

If any payment or benefit to Kerry J. Jacobs, the Company’s Executive Vice President and Chief Financial Officer, or Mr. Shannon results in the payment of a “parachute payment” within the meaning of Section 280G of the Code (as defined below), Berkshire and the Company have agreed that the surviving corporation will provide a tax gross up (including with respect to any such gross up payments) to such executive officer for any excise taxes imposed under Section 280G of the Code in connection with the transactions contemplated by the merger agreement, including by reason of a termination of employment in connection therewith (and the severance payable in respect thereto). No other named executive officers are entitled to a Section 280G tax gross up.

If and to the extent necessary or appropriate to mitigate or eliminate the imposition of excise taxes under Section 280G on Mr. Brandon, the Company may agree to make PSU awards held by Mr. Brandon subject to similar “at-risk” treatment as the Match Award, whereby the amount of the cash payment for the PSU award will be based on the actual attainment of the “adjusted book value per common share” performance goal during the applicable performance period.

For an estimate of the value of the tax gross-up payments described above that would be payable to Ms. Jacobs or Mr. Shannon, see the section of this proxy statement entitled “—Quantification of Payments and Benefits to the Company’s Named Executive Officers” below.

Under the merger agreement, from and after the effective time of the merger, Berkshire has agreed that it will, and will cause the surviving corporation to, subject to certain limitations, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of the merger agreement or who becomes such prior to the effective time of the merger, an officer or director of the Company or any of its subsidiaries (“indemnified parties”), against (i) any and all losses, claims, damages, costs, expenses, fines, liabilities or judgments or amounts incurred by such person in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any of its subsidiaries and (ii) all of such liabilities based in whole or in part on, or pertaining to, the merger agreement or the transactions contemplated by the merger agreement.

From the effective time of the merger, the certificate of incorporation and bylaws of the surviving corporation will contain the provisions with respect to indemnification and exculpation set forth in the certificate of incorporation and amended and restated bylaws of the Company, which provisions will not be amended,

modified or otherwise repealed for a period of six years after the effective time of the merger in any manner that would diminish or adversely affect the rights thereunder of any indemnified party as of the effective time, unless such modification is required after the effective time by law and then only to the minimum extent required by such law.

The information in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of the Company’s named executive officers that is based on or otherwise related to the merger, and assumes, among other things, that each named executive officer will experience a qualifying termination immediately following the consummation of the merger. Please note that the amounts described and quantified below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date and do not reflect certain compensation actions that may occur before the effective time of the merger. For purposes of calculating the amounts included in the table below, we have assumed December 31, 2022 as the closing date of the merger and a termination of each named executive officer’s employment by Berkshire or its subsidiaries without cause immediately following the effective time of the merger.

The following is a general discussion of the material U.S. federal income tax consequences of the merger to U.S. holders of Company common stock whose shares are exchanged for cash pursuant to the merger. This discussion is based on the provisions of the Code, applicable U.S. Treasury regulations, judicial opinions and administrative rulings and published positions of the Internal Revenue Service, each as in effect as of the date hereof. These authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the Medicare contribution tax on net investment income, nor does it address any tax considerations under state, local or foreign laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the Internal Revenue Service or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling is intended to be sought from the Internal Revenue Service with respect to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company common stock that is:

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of Company common stock, other than a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, that is not a U.S. holder.

This discussion applies only to holders of shares of Company common stock who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a holder in light of its particular circumstances, or that may apply to a holder that is subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, controlled foreign corporations, passive foreign investment companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders subject to the alternative minimum tax, U.S. holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, banks and certain other financial institutions, mutual funds, certain expatriates, partnerships, S corporations, or other pass-through entities or investors in partnerships or such other entities, holders who hold shares of Company common stock as part of a hedge, straddle, constructive sale or conversion transaction, holders who will hold, directly or indirectly, an equity interest in the surviving corporation, holders who acquired their shares of Company common stock through the exercise of employee stock options or other compensation arrangements and holders who own or have owned (directly, indirectly or constructively) five percent (5%) or more of the Company’s common stock (by vote or value)).

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Company common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding shares of Company common stock, you should consult your tax advisor.

Holders of Company common stock are urged to consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws.

The receipt of cash by U.S. holders in exchange for shares of Company common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives cash in exchange for shares of Company common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. holder’s adjusted tax basis in such shares.

If a U.S. holder’s holding period in the shares of Company common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a U.S. holder acquired different blocks of Company common stock at different times and different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Company common stock.

A non-U.S. holder whose shares of Company common stock are converted into the right to receive cash in the merger generally will not be subject to U.S. federal income taxation unless:

Any gain recognized by a non-U.S. holder described in the first bullet above generally will be subject to U.S. federal income tax on a net income basis at regular graduated U.S. federal income tax rates in the same manner as if such holder were a “U.S. person” as defined under the Code. A non-U.S. holder that is a corporation may also be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on after-tax profits effectively connected with a U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the U.S. business.

Gain described in the second bullet above generally will be subject to U.S. federal income tax at a flat 30% rate, but may be offset by certain U.S. source capital losses, if any, of the non-U.S. holder.

Payments made in exchange for shares of Company common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return Internal Revenue Service Form W-9, certifying that such U.S. holder is a U.S. person, the taxpayer identification number provided is correct and such U.S. holder is not subject to backup withholding. In general, a non-U.S. holder will not be subject to U.S. federal backup withholding and information reporting with respect to cash payments to the non-U.S. holder pursuant to the merger if the non-U.S. holder has provided an Internal Revenue Service Form W-8BEN (or an Internal Revenue Service Form W-8ECI if the non-U.S. holder’s gain is effectively connected with the conduct of a U.S. trade or business).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.

This summary of the material U.S. federal income tax consequences is for general information purposes only and is not tax advice. Holders of common stock should consult their tax advisors as to the specific tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax and the effect of any federal, state, local, foreign or other tax laws.

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied. On April 6, 2022, both the Company and Berkshire filed their respective Notification and Report Forms under the HSR Act with the Antitrust Division and the FTC. As a result, assuming the Notification and Report Forms are deemed complete, the required waiting period will expire at 11:59 p.m. on May 6, 2022, unless extended by a request for additional information.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, or before or after the effective time of the merger, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally approve the merger upon the divestiture of assets of the Company or Berkshire or subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. Although neither the Company nor Berkshire believes that the merger will violate federal antitrust laws, there can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

The merger is also likely reportable and subject to the approval of antitrust and competition regulators in the following non-U.S. jurisdictions: Brazil, Canada, the European Union, Israel, Japan and South Africa. In addition, foreign filings might be required in a few other non-U.S. jurisdictions which have yet to be determined by the parties.

The insurance laws and regulations of all fifty U.S. states and the District of Columbia generally require that before the acquisition of control of an insurance company may occur, 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, under the laws of certain states, an acquirer must obtain the approval of the state’s insurance regulator to acquire control of an insurance company that is commercially domiciled in that state. Generally, state statutes provide that control over a domestic insurer is presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing 10% or more of the voting securities of the domestic insurer. Because a person acquiring 10% or more of our common stock would indirectly control the same percentage of the stock of our insurance subsidiaries, the insurance change of control laws would apply to the acquisition of Company common stock by Berkshire pursuant to the merger agreement.

Prior to granting approval of an application to acquire control of a domestic insurer, the state insurance commissioner will consider such factors as the financial strength of the applicant, the integrity and management of the applicant’s board of directors and executive officers, the acquirer’s plans for the future operations of the domestic insurer and any anti-competitive results that may arise from the consummation of the acquisition of control. Berkshire will file applications with the insurance departments of the States of Delaware, Nebraska, New Hampshire, New York and Wisconsin with respect to the acquisition of control of the Company’s Delaware, Nebraska, New Hampshire, New York and Wisconsin domiciled insurance or reinsurance company subsidiaries. Berkshire will also be filing a notice with the insurance department of the State of Vermont with respect to the acquisition of control of the Company’s Vermont-domiciled insurance captive subsidiary.

Further, several U.S. state insurance laws require prior notification to state insurance regulatory authorities 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 regulatory authorities 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 an application for a license to do business in the affected state, if particular conditions exist, such as the substantial lessening of competition in any line of business in such state.

In addition to the foregoing, Berkshire will file an application for prior non-disapproval of the change of control with the insurance department of the State of Texas with respect to the Company’s subsidiary that is licensed as an agent and a third party administrator in the State of Texas.

Applications for approval or notifications to regulators will also be filed with certain non-U.S. regulatory authorities, including but not limited to: (i) the Prudential Regulation Authority and Lloyd’s of London in the United Kingdom; (ii) the Commissariat Aux Assurances in Luxembourg; (iii) the Gibraltar Financial Services Commission in Gibraltar; (iv) the Banco Central del Paraguay in Paraguay; (v) the Australian Prudential Regulation Authority in Australia; (vi) the Office of the Superintendent of Financial Institutions (and other provincial regulators) in Canada; (vii) the Bermuda Monetary Authority in Bermuda; and (viii) the Financial Services Authority in Japan.

Although Berkshire and the Company do not expect the relevant insurance regulatory authorities to raise any significant concerns in connection with their review of the merger, there is no assurance that Berkshire or the Company, as applicable, will obtain all required insurance regulatory approvals on a timely basis, if at all, or that these approvals will not include a restriction, limitation or condition which, in such case, would permit Berkshire to refuse to close the transactions contemplated by the merger agreement and consummate the merger.

Other than the approvals and notifications described above, neither the Company nor Berkshire is aware of any material insurance regulatory approvals required to be obtained, or waiting periods required to expire, after the making of a filing. If the Company or Berkshire 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. Berkshire and the Company are each required to use their respective reasonable best efforts to file all the necessary documentation and obtain all consents of third parties that are necessary to consummate the acquisition and to comply with the terms and conditions of all consents, approvals and authorizations of any third party or governmental entity.

If the merger is completed, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act. As such, we would no longer be required to file periodic reports with the SEC with respect to the Company common stock.

The following is a summary of the material provisions of the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary may not contain all of the information about the merger agreement that is important to you. We encourage you to read carefully the merger agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The following summary of the merger agreement, and the copy of the merger agreement attached hereto as Annex A to this proxy statement, are intended to provide information regarding the terms of the merger agreement and are not intended to modify or supplement any factual disclosures about the Company in its periodic and current reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company or its subsidiaries or affiliates. The merger agreement contains representations and warranties by the Company, Berkshire and Merger Sub that were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to qualifications and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Moreover, the description of the merger agreement below does not purport to describe all of the terms of such agreement and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Annex A to this proxy statement and which is incorporated herein by reference.

Additional information about the Company may be found elsewhere in this proxy statement and the Company’s other public filings. See section entitled “Where You Can Find Additional Information.”

At the effective time of the merger, Merger Sub, a wholly owned subsidiary of Berkshire, will merge with and into the Company and the separate corporate existence of Merger Sub will cease. The Company will be the surviving corporation in the merger. As a result of the merger, the Company will become a wholly owned subsidiary of Berkshire. Merger Sub was created solely for purposes of the merger and has no material assets or operations of its own.

At the effective time of the merger, the certificate of incorporation and the amended and restated bylaws of the Company, as in effect immediately prior to the effective time of the merger will be amended and restated as of the effective time to be in the form (except with respect to the name of the Company) of the certificate of incorporation and bylaws of Merger Sub, and as so amended will be the certificate of incorporation and bylaws of the surviving corporation. The directors of Merger Sub immediately before the effective time of the merger will be the initial directors of the surviving corporation and will hold office until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal. The officers of the Company immediately before the effective time of the merger will be the initial officers of the surviving corporation and will hold office until their respective successors are duly elected or appointed and qualified, or their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.

The closing of the merger will take place at 9:00 a.m. Eastern Time on the second business day after the satisfaction or waiver of all of the conditions described in the section of this proxy statement entitled “—Conditions of the Merger” beginning on page 58 (other than any condition that by its nature cannot be

satisfied until the closing of the merger, but subject to satisfaction of any such condition), at the offices of Munger, Tolles & Olson LLP, 350 South Grand Avenue, 50^th Floor, Los Angeles, California 90071, unless another date or place is agreed to in writing by the Company, Berkshire and Merger Sub.

The merger will become effective as of the date and time of the filing of the certificate of merger with the Secretary of State of the State of Delaware, or such later time as specified in the certificate of merger and as is agreed to by the Company and Berkshire.

The merger agreement provides that, at the effective time of the merger, each share of Company common stock issued and outstanding immediately before the effective time of the merger, other than shares (a) held in the treasury of the Company or owned by Berkshire or any direct or indirect wholly owned subsidiary of Berkshire or (b) held by a stockholder who has demanded and perfected such holder’s demand for appraisal in accordance with Delaware law, will be cancelled and extinguished and converted into the right to receive $848.02 in cash, representing $850.00 per share of Company common stock less the financial advisory fee due to Goldman Sachs in connection the merger, without interest. Following the effective time of the merger, each holder of Company common stock will cease to have any rights with respect to such Company common stock, except for the right to receive the merger consideration therefor, without interest.

Each share of Company common stock owned by Berkshire or its direct or indirect wholly owned subsidiaries immediately before the effective time of the merger will be cancelled and extinguished and no payment or other consideration will be made with respect to such shares. Each share of Company common stock held in the treasury of the Company will be cancelled and extinguished and no payment or other consideration will be made with respect to such shares.

Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately before the effective time of the merger will thereafter represent one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation.

Under the merger agreement, equity-based awards outstanding as of the effective time of the merger will be treated at the effective time of the merger as follows:

Restricted Stock Units. Each outstanding RSU, other than any Director RSU, including any dividend equivalent units credited in respect thereto, will be cancelled and converted into the right to receive from the surviving corporation an amount equal to the merger consideration and such amount, less any required withholding taxes, will be paid in cash to the holder of such RSU within 15 business days of the existing vesting date applicable to such RSU if the holder continues employment through the vesting date, subject to full accelerated vesting and payment within 15 business days (subject to any required delay in payment required under Section 409A of the Code) of the earlier termination of the holder’s employment without cause or due to the holder’s death, total disability or RSU Qualified Retirement. The amount payable in respect of each RSU will be credited with interest at the prime rate until the respective payment date. For any outstanding RSU that vests prior to the effective time of the merger, the RSU consideration will be paid without interest within 15 business days of the closing of the merger.

Performance Shares. Each outstanding PSU, other than the Match Award, including any dividend equivalent units credited in respect thereto, will be cancelled and converted into the right to receive from the surviving corporation an amount equal to the merger consideration (assuming maximum level performance was achieved for purposes of determining the number of PSUs) and such amount, less any required withholding taxes, will be paid in cash to the holder of such PSU at the time specified in the applicable plan and award agreement following the completion of the applicable performance period if the holder continues employment through the end of such performance period in accordance with the original payment terms of the award, without any ongoing performance-vesting conditions, subject to full accelerated vesting upon the earlier termination of the holder’s employment without cause or due to holder’s death, total disability or PSU Qualified Retirement. Each PSU will be credited with interest at the prime rate until the respective payment date.

Match Award. The PSUs granted under the Match Award, including any dividend equivalent units credited in respect thereto, will also be cancelled and converted into the right to receive from the surviving corporation an

amount equal to the merger consideration, less any required withholding taxes, payable in cash to Mr. Brandon at the time specified in the applicable plan and award agreement following the completion of the performance period if Mr. Brandon continues employment through the end of such performance period in accordance with the original payment terms of the award. However, unlike the PSUs held by other employees, maximum level performance achievement will not be assumed for purposes of determining the number of PSUs under the Match Award. Instead, the amount payable to Mr. Brandon in respect of the Match Award will be determined based on the actual attainment of the “adjusted book value per common share” performance goal during the Match Award’s five-year performance period ending December 31, 2026 and the actual number of PSUs earned during the performance period, subject to full acceleration upon the earlier termination of Mr. Brandon’s employment without cause or due to his death, total disability or PSU Qualified Retirement, consistent with the PSUs held by other employees.

In addition, similar “at risk” treatment may apply to other PSUs held by Mr. Brandon to the extent necessary to eliminate or reduce exposure to Mr. Brandon under Section 280G of the Code, as agreed to by the Company.

Director Awards. Each Director RSU, including any dividend equivalent units credited in respect thereto, will be cancelled and converted into the right to receive from the surviving corporation an amount equal to the merger consideration in cash at the time specified in the applicable plan and award agreement or applicable deferral election. Each Director RSU will be credited with interest at the prime rate until the respective payment date. In addition, the equity awards made to our non-employee directors on the business day following our 2021 annual meeting of stockholders pursuant to the Company’s 2015 Directors’ Stock Plan will vest as of April 30, 2022.

Deferred Compensation Plan. The merger agreement provides that any amounts for which a “common stock election” or a “stockholders equity election” is in effect under the DCP will be reinvested into the “notional prime rate election” alternative thereunder. After the closing of the merger, no further “common stock elections” or “stockholders equity elections” will be permitted under the DCP.

Pursuant to the merger agreement, shares of Company common stock held by a holder who has demanded and perfected such holder’s demand for appraisal of such holder’s shares of Company common stock in accordance with Delaware law and as of the effective time has neither effectively withdrawn nor lost such holder’s right to such appraisal (such shares, “dissenting shares”), will not be converted into or represent a right to receive cash pursuant to the merger agreement, but the holder of such dissenting shares will be entitled to only such rights as are granted to holders of dissenting shares by Delaware law.

Before the effective time of the merger, Merger Sub will designate a bank or trust company reasonably acceptable to the Company to act as paying agent to receive the funds necessary to make payments under the merger agreement. When and as needed, Berkshire or Merger Sub will deposit, or will cause to be deposited, in trust with the paying agent in a separate account for the benefit of the holders of the Company common stock funds required for the aggregate merger consideration.

As soon as reasonably practicable after the effective time of the merger (but no later than three business days following the effective time), Berkshire will cause the paying agent to mail to each holder of record of certificates or book-entry shares whose shares of Company common stock were converted into the right to receive the merger consideration, a letter of transmittal and instructions on how to surrender certificates representing such Company common stock in exchange for the merger consideration. Each holder of certificates or book-entry shares may thereafter until the first anniversary of the effective time of the merger surrender such certificates or book-entry shares to the paying agent. Upon delivery of a properly completed letter of transmittal, duly executed and completed in accordance with the instructions thereto, and the surrender of certificates or book-entry shares on or before the first anniversary of the effective time of the merger, Merger Sub will cause the paying agent to pay the holder of such certificates or book-entry shares, in exchange therefor, cash in an amount equal to the merger consideration multiplied by the number of shares of Company common stock represented by such certificate or book-entry share. The merger consideration paid upon the surrender of certificates and book-entry shares in accordance with the merger agreement will be deemed to have been paid in full satisfaction of all rights pertaining to shares of the Company common stock previously represented by such certificates and book-entry shares.

If payment of the merger consideration in respect of cancelled shares of Company common stock is to be made to a person other than the person in whose name surrendered certificates are registered, it will be a condition to such payment that:

At the effective time of the merger, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any shares of Company common stock thereafter on the records of the Company. From and after the effective time of the merger, the holders of certificates and book-entry shares will cease to have any rights with respect to any such certificates and book-entry shares, except as otherwise provided for in the merger agreement or by applicable law. Each certificate or book-entry share representing Company common stock that is surrendered will be cancelled. You should not send in your Company common stock certificates until you receive a letter of transmittal with instructions from the paying agent. Do not send Company common stock certificates with your proxy card.

The merger agreement contains representations and warranties made by the Company, Berkshire and Merger Sub. The statements embodied in those representations and warranties were made for purposes of the merger agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement (including in the confidential disclosure letter delivered by the Company to Berkshire in connection therewith). In addition, some of those representations and warranties were made as of specified dates, may be subject to a contractual standard of materiality or material adverse effect different from that generally applicable to stockholders or may have been used for the purpose of allocating contractual risk between the parties to the merger agreement rather than establishing matters as facts.

The representations and warranties made by the Company (including, in certain cases, with respect to its subsidiaries) relate to, among other things, the following:

Many of the Company’s representations and warranties are qualified as to, among other things, “materiality” or “Material Adverse Effect.” For purposes of the merger agreement, “Material Adverse Effect” means a material adverse effect on (i) the ability of the Company to consummate the merger or (ii) the business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole, except to the extent such material adverse effect under clause (ii) results from:

The representations and warranties made by Berkshire and Merger Sub to the Company are more limited and relate to, among other things, the following:

Certain of the representations and warranties of Berkshire and Merger Sub are qualified as to, among other things, “materiality” or certain events, changes, circumstances, effects, developments or state of facts that would reasonably be expected to have a material adverse effect on the ability of Berkshire or Merger Sub to satisfy its obligations under the merger agreement.

The representations and warranties contained in the merger agreement will terminate upon the earlier of the effective time of the merger or the termination of the merger agreement pursuant to its terms.

The Company has agreed to covenants in the merger agreement that affect the conduct of its business and that of its subsidiaries between the date of the merger agreement and the effective time of the merger (or the earlier termination of the merger agreement). In addition, subject to certain exceptions specified in the merger agreement, required by applicable law or as agreed to by the parties, unless Berkshire gives its written consent, the Company and each of its subsidiaries are restricted from, among other things:

During the period commencing on the date of the merger agreement and continuing until 11:59 p.m. (New York City time) on (i) April 14, 2022, the date that is 25 days following the date of the merger agreement (the “no-shop period start date”) or (ii) in respect of a person that submits a takeover proposal prior to the no-shop period start date and such takeover proposal is determined by the Board in good faith to be or reasonably expected to lead to a superior proposal (an “excluded party”), 10 calendar days after the no-shop period start date (the “cut-off date”), the Company, its subsidiaries and their respective officers, directors or employees or any affiliate, investment banker, financial advisor, attorney, accountant or other representative (collectively, “representatives”) have the right to:

The Company has agreed under the merger agreement, subject to certain exceptions described below, from and after the no-shop period start date (or with respect to an excluded party, the cut-off date), to cease any discussions or negotiations with any parties that may then be ongoing with respect to a takeover proposal and to:

Additionally, from the no-shop period start date (or with respect to an excluded party, the cut-off date), subject to certain exceptions, the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any of its or their representatives to:

In the event the Company receives a “superior proposal” or a proposal which is reasonably expected to lead to a superior proposal that was made prior to the receipt of stockholder approval of the merger agreement and the merger and in circumstances not involving a breach of the merger agreement, the Board determines in good faith, after considering applicable provisions of state law and after consultation with outside counsel, that a failure to do so would be inconsistent with its fiduciary duties under applicable law, the Company may in response to such takeover proposal:

From the no-shop period start date (or with respect to an excluded party, the cut-off date), under the merger agreement, the Company has agreed not to waive or fail to enforce any provision of any confidentiality or standstill agreement to which it is a party relating to a potential or actual takeover proposal (unless the Board determines in good faith, after considering applicable provisions of applicable law and after consultation with outside counsel, that enforcing or not waiving such provision would otherwise prevent a takeover proposal from being made to the Company).

In addition, except as described below, neither the Board nor any committee thereof may:

Notwithstanding the restrictions described above, at any time prior to the receipt of stockholder approval of the merger agreement and the merger, in the event the Board determines in good faith, in response to a superior proposal made in circumstances not involving a breach of the merger agreement, after considering applicable provisions of applicable law and after consultation with outside counsel, that the failure to do so would be inconsistent with its fiduciary duties under applicable law, the Board may:

Such actions may only be taken if, (i) after providing Berkshire two business days’ prior written notice that the Board has received a superior proposal and specifying the material terms and conditions of the superior proposal, identifying the person making the superior proposal and providing notice of the action the Board has determined to take; (ii) if the Company has negotiated in good faith with Berkshire during such two business days’ notice period, to the extent Berkshire requests to negotiate, to enable Berkshire to propose revisions to the terms of the merger agreement; (iii) the Board considered in good faith any written revisions to the terms of the merger agreement proposed by Berkshire, and determined in good faith (after consultation with financial advisors and receiving the advice of outside counsel) that the superior proposal would nevertheless continue to constitute a superior proposal if the revisions proposed by Berkshire were to be given effect; and (iv) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such superior proposal, the Company has delivered to Berkshire an additional two business days’ notice and a new notice period during which time the Company will be required to comply with these requirements anew.

Under the merger agreement the Company has agreed to promptly (and in any event within 24 hours) advise Berkshire orally and in writing of any request for confidential information in connection with a takeover proposal or of any takeover proposal, the material terms and conditions thereof and the identity of such person making such request or takeover proposal and to keep Berkshire promptly advised of all significant developments which could lead the Board to withdrawing or modifying its recommendation of the merger agreement and the merger.

In addition, and notwithstanding anything in the merger agreement to the contrary, the Board may at any time, in response to any material event or development or material change in circumstances with respect to the Company and its subsidiaries, taken as a whole, that (i) was neither known by nor reasonably foreseeable to the Board as of or prior to the date of the merger agreement and (ii) that does relate to (A) any takeover proposal or (B) clearance of the merger or satisfaction of any waiting period under any antitrust laws (an “intervening event”), withdraw or modify its approval, determination of advisability or recommendation of the merger agreement and the merger in the event it determines in good faith, after considering applicable provisions of state law and after consultation with outside counsel, that any such withdrawal or modification of its approval, determination of advisability or recommendation is required in order for the Board to comply with its fiduciary duties under applicable law. The Company has agreed to provide Berkshire five business days’ prior written notice that the Board intends to take such action and specifying, in reasonable detail, the reasons for such action and specifying the intervening event in reasonable detail.

Under the merger agreement, “takeover proposal” means any inquiry, proposal or offer from any person or group of persons (other than Berkshire and its subsidiaries, affiliates and representatives) relating to (i) any direct or indirect acquisition or purchase, in a single transaction or a series of related transactions, of (A) 20% or more of the consolidated assets (including equity interests in subsidiaries) of the Company and its subsidiaries, taken as a whole, or (B) equity securities of the Company which together with any other equity securities of the Company beneficially owned by such person or group of persons would equal 20% or more of any class of equity securities of the Company; (ii) any tender offer or exchange offer that, if consummated, would result in any person or group of persons beneficially owning 20% or more of any class of equity securities of the Company; or (iii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving (A) the Company or (B) subsidiaries of the Company representing 20% or more of the consolidated revenues or earnings of the Company and its subsidiaries, taken as a whole, other than the transactions contemplated by the merger agreement.

Under the merger agreement, “superior proposal” means a bona fide written takeover proposal (with all references to “20%” in the definition of takeover proposal being deemed to be references to “100%”) that was not the result of a violation of the non-solicitation provisions and which the Board determines in good faith (after consultation with financial advisors and receiving the advice of outside counsel) (i) is in the best interests of the Company; (ii) is more favorable to the Company’s stockholders from a financial point of view than the merger; (iii) is no less favorable to the stockholders of the Company with respect to the certainty and timing of closing and payment than the merger; and (iv) for which the third party has demonstrated that the financing for such offer, if any, is fully committed.

The Company has agreed to, as soon as practicable after the date of the merger agreement, take all actions in accordance with applicable law, its constituent documents and the rules of the New York Stock Exchange, duly call, give notice of, convene and hold a special meeting of the Company’s shareholders for the purpose of considering and taking action upon stockholder approval of the merger agreement, which meeting is the subject of this proxy statement.

Prior to the closing of the merger, the Company, Berkshire and Merger Sub have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective in the most expeditious manner possible the transactions contemplated by the merger agreement

In addition, the Company and Berkshire have agreed to use reasonable best efforts to:

Notwithstanding anything to the contrary in the merger agreement, the parties agreed that in no event will Berkshire or its subsidiaries (including Merger Sub and, after the closing of the merger, the surviving corporation and its subsidiaries) or affiliates be required to agree to, or the Company be permitted to agree to, (i) any prohibition of or limitation on its or their ownership (or any limitation that would affect its or their operation) of any portion of their respective businesses or assets, including after giving effect to the transactions contemplated by the merger agreement, (ii) divest, hold separate or otherwise dispose of any portion of its or their respective businesses or assets, including after giving effect to the transactions contemplated by the merger agreement, (iii) any limitation on its or their ability to effect the merger, or the ability of the Company (or Merger Sub) or its or their respective subsidiaries to acquire, hold or exercise full rights of ownership of any capital stock of the Company or any subsidiary of the Company, or (iv) any other limitation on its or their ability to effectively control their respective businesses or any limitation that would affect its or their ability to control their respective operations, including after giving effect to the transactions contemplated by the merger agreement, other than (a) restrictions, with respect to the surviving corporation and its subsidiaries, individually or in the aggregate with all other such restrictions, for which the aggregate fair value of all businesses or assets (including stock) affected, prior to giving effect to the merger, would not exceed $100 million and (b) the sale or disposition of certain subsidiaries of the Company.

Under the merger agreement, from and after the effective time of the merger, Berkshire has agreed that it will, and will cause the surviving corporation to, subject to certain limitations, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of the merger agreement or who becomes such prior to the effective time of the merger, an officer or director of the Company or any of its subsidiaries (“indemnified parties”), against (i) any and all losses, claims, damages, costs, expenses, fines, liabilities or judgments or amounts incurred by such person in connection with any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any of its subsidiaries and (ii) all of such liabilities based in whole or in part on, or pertaining to the merger agreement or the transactions contemplated by, the merger agreement.

From the effective time of the merger, the certificate of incorporation and bylaws of the surviving corporation will contain the provisions with respect to indemnification and exculpation set forth in the certificate of incorporation and amended and restated bylaws of the Company, which provisions will not be amended, modified or otherwise repealed for a period of six years after the effective time of the merger in any manner that would diminish or adversely affect the rights thereunder of any indemnified party as of the effective time, unless such modification is required after the effective time by law and then only to the minimum extent required by such law.

The merger agreement provides that, for one year following the effective time of the merger (or, if longer, until December 31, 2023), Berkshire will cause the surviving corporation to provide, or cause to be provided, to employees of the Company and its subsidiaries who continue to be employed with the surviving corporation or its subsidiaries (each employee, a “continuing employee”) with compensation and benefits that are no less favorable, in the aggregate, than those provided immediately prior to the effective time of the merger, determined on a “company-by-company” basis. Notwithstanding the foregoing, Berkshire and the surviving corporation will be permitted to make changes that are consistent with changes currently planned or contemplated by the Company or that are collectively bargained for.

In addition, the merger agreement provides that Berkshire will honor, or will cause the surviving corporation to honor, all Company benefit plans and compensation arrangements and agreements in accordance with their terms, provided that Berkshire or the surviving corporation may amend or terminate any Company benefit plan or compensation arrangement in accordance with its terms and applicable law (including obtaining any required consent). Notwithstanding anything in the merger agreement to the contrary, the surviving corporation and its subsidiaries will not provide any form of equity-based compensation after the effective time of the merger.

For purposes of all employee benefit plans and other employment agreements, arrangements and policies of the surviving corporation under which an employee’s benefits depend on length of service, credit will be given to current employees of the Company and its subsidiaries for service with the Company or any of its subsidiaries or predecessors prior to the effective time of the merger, provided that such crediting of service does not result in duplication of benefits and that such service would have been recognized under the corresponding Company benefit or compensation arrangement.

The merger agreement contains additional agreements between the Company and Berkshire relating to, among other things:

The obligations of the Company, Berkshire and Merger Sub to effect the merger is subject to the satisfaction or waiver by the Company, Berkshire and Merger Sub (except for the condition in clause (ii) of the second bullet below which may be waived by Berkshire and Merger Sub) on or before the closing date of the merger of the following conditions:

The obligation of Berkshire and Merger Sub to effect the merger is further subject to the satisfaction, or waiver by Berkshire and Merger Sub, on or prior to the closing date of the merger, of the following conditions:

The obligation of the Company to effect the merger is further subject to the satisfaction, or waiver by the Company, on or prior to the closing date of the merger, of the following conditions:

None of Berkshire nor Merger Sub nor the Company can provide assurance that all of the conditions precedent to the merger will be satisfied or waived by the party permitted to do so.

The Company, Berkshire and Merger Sub may mutually agree in writing, at any time prior to the effective time of the merger, to terminate the merger agreement and abandon the merger. Also, either Berkshire or the Company may terminate the merger agreement and abandon the merger without the consent of the other, at any time prior to the effective time of the merger if:

Berkshire can terminate the merger agreement prior to the effective time of the merger if:

The Company can terminate the merger agreement:

There are no termination fees payable upon any termination of the merger agreement.

Subject to applicable law, the merger agreement may be amended by the parties thereto by action taken or authorized by or on behalf of their respective Boards of Directors, at any time prior to the closing date, whether before or after approval of the merger agreement by the stockholders of the Company and Merger Sub; provided that the merger agreement may not be amended except by an instrument in writing signed by the parties to the merger agreement. At any time prior to the effective time of the merger, any party to the merger agreement may (i) extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement, (ii) waive any inaccuracies in the representations and warranties by the other party contained in the merger agreement or in any document delivered pursuant thereto, and (iii) subject to the requirements of applicable law, waive compliance by the other party with any of the agreements or conditions contained in the merger agreement.

All fees, costs and expenses (including all legal, accounting, broker, finder or investment banker fees) incurred in connection with the merger agreement and merger will be paid by the party incurring such fees, costs and expenses.

The parties are entitled to an injunction or any other appropriate form of specific performance or equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement, in addition to any other remedy to which they are entitled at law or in equity.

The merger agreement is governed by Delaware law. Each party to the merger agreement has consented to submit to the jurisdiction of the Chancery Court of the State of Delaware (the “Court”). In addition, each party has irrevocably waived any right to a trial by jury in respect of any litigation arising out of or relating to the merger agreement or the transactions contemplated thereby.

The closing sale price of the Company common stock on March 18, 2022, which was the last trading day before the announcements of the transaction, was $676.75 per share. On     , 2022, the most recent practicable date before this proxy statement was mailed to stockholders, the closing price for the Company common stock was $     per share. You are encouraged to obtain current market quotations for the Company common stock in connection with voting your shares of Company common stock.

Under Delaware law, holders of the Company’s common stock are entitled to dissenters’ rights of appraisal in connection with the merger, provided that such holders meet all of the conditions set forth in Section 262 of the DGCL (“Section 262”). Pursuant to Section 262, stockholders of the Company who do not vote in favor of the merger and who comply with the applicable requirements of Section 262 will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery (the “Court”) if the merger is completed. It is possible that the fair value as determined by the Court may be more or less than, or the same as, the merger consideration. Stockholders should note that investment banking opinions as to the fairness from a financial point of view of the consideration payable in a sale transaction, such as the merger, are not opinions as to, and do not in any manner address, fair value under the DGCL. Stockholders electing to exercise appraisal rights must comply with the strict procedures set forth in Section 262 in order to demand and perfect their rights. Any stockholder of the Company wishing to preserve its rights to appraisal must make a demand for appraisal as described below.

The following is intended as a brief summary of the material provisions of Section 262 required to be followed by dissenting Company stockholders wishing to demand and perfect their appraisal rights. This summary, however, is not a complete statement of all applicable requirements and is subject to and qualified in its entirety by reference to Section 262, the full text of which appears in Annex C to this proxy statement.

Under Section 262, the Company is required to notify stockholders not less than 20 days before the special meeting to vote on the merger that appraisal rights will be available. A copy of Section 262 must be included with that notice. The special meeting will be held on       , 2022.

This proxy statement constitutes the Company’s notice to its stockholders of the availability of appraisal rights in connection with the merger under Section 262 of the DGCL.

If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 set forth in Annex C to this proxy statement and consult your legal advisor. If you fail to timely and properly comply with the requirements of Section 262, your appraisal rights may be lost. To exercise appraisal rights with respect to your shares of Company common stock, you must:

If you sign, date and return a proxy card, or submit a proxy by telephone or through the internet, that does not contain voting instructions, you will effectively waive your appraisal rights because such shares represented by the proxy, unless the proxy is revoked, will be voted for the approval and adoption of the merger agreement and the merger. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the approval and adoption of the merger agreement and the merger or abstain from voting on the approval and adoption of the merger agreement and the merger.

Only a holder of record of shares of Company common stock, or a person duly authorized and explicitly purporting to act on that stockholder’s behalf, is entitled to assert appraisal rights for the shares of Company common stock registered in that stockholder’s name. A demand for appraisal will be sufficient if it reasonably informs the Company of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s Company common stock. A proxy or vote against the merger shall not constitute such a demand. Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to the Company. The beneficial owner must, in such cases, have the registered stockholder submit the required demand in respect of those shares.

If the shares of Company common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand must be made in that capacity, and if the shares of Company common stock are owned of record by more than one person, as in a joint tenancy and tenancy in common, the

demand must be executed by or on behalf of all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, the agent is acting as agent for such owner or owners. Stockholders who hold their shares of Company common stock in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

Failure to strictly follow the procedures set forth in Section 262 may result in the loss, termination or waiver of appraisal rights. Stockholders who vote in favor of the adoption and approval of the merger agreement and the merger will not have a right to have the fair market value of their shares of Company common stock determined. However, failure to vote in favor of the approval and adoption of the merger agreement and the merger is not sufficient to perfect appraisal rights. If you desire to exercise your appraisal rights, you must also submit to the Company a written demand for payment of the fair value of the Company common stock held by you. In order to assist stockholders in determining whether to exercise appraisal rights, copies of the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021 are incorporated by reference in this proxy statement.

A written demand for appraisal should be filed with the Company before the special meeting. The demand notice shall be sufficient if it reasonably informs the Company of your identity and that you wish to seek appraisal with respect to your shares of Company common stock. All demands should be delivered to: Alleghany Corporation, 1411 Broadway, 34th Floor, New York, New York 10018, Attention: Corporate Secretary.

The surviving corporation, within 10 days after the effective date of the merger, will notify each stockholder who has complied with Section 262 and who has not voted in favor of the merger of the effective date of the merger.

Within 120 days after the effective date of the merger, the surviving corporation or any stockholder who is entitled to appraisal rights and has otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition with the Court demanding a determination of the value of the Company common stock held by all such stockholders. The surviving corporation is under no obligation to and has no present intention to file a petition and holders should not assume that the surviving corporation will file a petition. Accordingly, it is the obligation of the holders of Company common stock to initiate all necessary action to perfect their appraisal rights within the time prescribed in Section 262. If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares of Company common stock and with whom agreements as to the value of their shares of Company common stock have not been reached by the surviving corporation. After notice to the surviving corporation and dissenting stockholders who demanded payment of their shares of Company common stock, the Court is empowered to conduct a hearing upon the petition, and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided thereby. The Court may require the stockholders who have demanded appraisal for their shares of Company common stock to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Court may dismiss the proceedings as to that stockholder.

After the Court determines the holders of Company common stock entitled to appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court, including any rules specifically governing appraisal proceedings. Through this proceeding, the Court shall determine the fair value of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid, if any, upon the amount determined to be “fair value” in an appraisal proceeding. In determining the fair value of the shares the Court will take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in

the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective time through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharges) as established from time to time during the period between the effective time and the date of payment of the judgment.

Stockholders who consider seeking appraisal should consider that the fair value of their shares under Section 262 could be more than, the same as, or less than, the value of the consideration provided for in the merger agreement without the exercise of appraisal rights. No representation is made as to the outcome of the appraisal of fair value as determined by the Court. Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenter’s exclusive remedy. The Court may determine the cost of the appraisal proceeding and assess it against the parties as the Court deems equitable. Upon application of a dissenting stockholder, the Court may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares of Company common stock entitled to appraisal. In the absence of a court determination or assessment, each party will bear its own expenses.

Any stockholder who has demanded appraisal in compliance with Section 262 will not, after the effective time, be entitled to vote such stock for any purpose or receive payment of dividends or other distributions, if any, on the Company common stock, except for dividends or distributions, if any, payable to stockholders of record at a date before the merger.

If you submit a written demand for appraisal of your shares of Company common stock and otherwise properly perfect your appraisal rights, you may, upon written request mailed to the surviving corporation within 120 days after the effective date of the merger, receive a written statement identifying (i) the aggregate number of shares of Company common stock that were not voted in favor of the adoption and approval of the merger agreement and the merger and with respect to which the Company has received written demands for appraisal; and (ii) the aggregate number of holders of such shares. The surviving corporation will mail this statement to you within 10 days after receiving your written request. If no petition is filed by either the surviving corporation or any dissenting stockholder within the 120-day period after the effective date of the merger, the rights of all dissenting stockholders to appraisal will cease. Stockholders seeking to exercise appraisal rights should not assume that the surviving corporation will file a petition with respect to the appraisal of the fair value of their shares or that the surviving corporation will initiate any negotiations with respect to the fair value of those shares. The surviving corporation will be under no obligation to take any action in this regard and the Company and Berkshire have no present intention to do so. Accordingly, it is the obligation of stockholders who wish to seek appraisal of their shares of Company common stock to initiate all necessary action with respect to the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. Failure to file the petition on a timely basis will cause the stockholder’s right to an appraisal to cease.

Even if you submit a written demand for appraisal of your shares of Company common stock and otherwise properly perfect your appraisal rights, you may withdraw your demand at any time after the effective date of the merger, except that any such attempt to withdraw made more than 60 days after the effective date of the merger will require the written approval of the surviving corporation and, once a petition for appraisal is filed, the

appraisal proceeding may not be dismissed as to any holder absent court approval. The foregoing, however, will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered under the merger agreement within 60 days after the effective date of the merger. If you withdraw your demand, you will be deemed to have accepted the terms of the merger agreement, which terms are summarized in this proxy statement and which agreement is attached in its entirety as Annex A to this proxy statement.

The foregoing summary is not intended to be a complete statement of the procedures for exercising appraisal rights under Section 262 and is qualified in its entirety by reference to the full text of Section 262, a copy of which is attached as Annex C to this proxy statement. The Company urges any stockholder wishing to exercise appraisal rights, if any, to read this summary and Section 262 carefully, and to consult legal counsel before attempting to exercise appraisal rights. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of your statutory appraisal rights.

In accordance with Rule 14a-3(e)(1) under the Exchange Act, one proxy statement will be delivered to two or more stockholders who share an address, unless the Company received instructions to the contrary from any stockholder at that address. If, in the future, any stockholder wishes to receive a separate proxy statement, a separate copy may be obtained, without charge, upon written or oral request to the office of the Company’s Corporate Secretary, Alleghany Corporation, 1411 Broadway, 34^th Floor, New York, New York, 10018, telephone number (212) 752-1356. Eligible stockholders of record who receive multiple copies of the proxy statement can request householding by contacting the Company in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting the nominee. The Company hereby undertakes to deliver promptly, upon written or oral request, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the document was delivered.

The SEC maintains a website that contains reports, proxies and information statements and other information regarding us and other issuers that file electronically with the SEC at www.sec.gov. Our proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through the SEC’s website.

The Company will make available a copy of its public reports, without charge, on its website at www.alleghany.com as soon as reasonably practicable after the Company files the reports electronically with the SEC. In addition, you may obtain a copy of the reports, without charge, by contacting the Company at the address and phone number set forth below. Each such request must set forth a good faith representation that, as of the record date, the person making the request was a beneficial owner of Company common stock entitled to vote at the special meeting. In order to ensure timely delivery of such documents prior to the special meeting, any such request should be made promptly to the Company. A copy of any exhibit to a filing may be obtained upon request by a stockholder (for a fee limited to the Company’s reasonable expenses in furnishing the exhibit).

Alleghany Corporation

1411 Broadway, 34th Floor

New York, New York 10018

Attention: Investor Relations

(212) 752-1356

The SEC allows us to “incorporate by reference” into this proxy statement documents we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this proxy statement, and later information that we file with the SEC will update and supersede that information. Information in documents that is deemed, in accordance with SEC rules, to be furnished and not filed will not be deemed to be incorporated by reference into this proxy statement. We incorporate by reference the documents listed below and any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement, and prior to the date of the special meeting:

No persons have been authorized to give any information or to make any representations other than those contained in this proxy statement, and, if given or made, such information or representations must not be relied upon as having been authorized by us or any other person. This proxy statement is dated     , 2022. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement to stockholders does not and will not create any implication to the contrary.

 

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