Safety Insurance Group Inc

1. 1

   Adoption of the Merger Agreement and Approval of the Transactions

   ManagementBoard: FOR

   Approve and adopt the July 23, 2026 Agreement and Plan of Merger with MAPFRE U.S.A. Corp. and Splash Merger Sub, Inc., under which Splash Merger Sub will merge into Safety, Safety will survive as a wholly owned subsidiary of Mapfre, and holders will receive $105.00 in cash per share, subject to applicable withholding and appraisal rights.

   More detail

   The proposal asks stockholders to adopt the merger agreement and approve the related transactions with MAPFRE U.S.A. Corp. and its wholly owned merger subsidiary. If completed, Splash Merger Sub will merge into Safety, with Safety surviving as a wholly owned direct subsidiary of Mapfre. Each eligible Safety common share would be converted into the right to receive $105.00 in cash, without interest and subject to withholding, unless the holder properly exercises appraisal rights. The transaction would end Safety’s status as an independent public company, result in Nasdaq delisting and Exchange Act deregistration, and eliminate stockholders’ continuing participation in Safety’s future upside. The Board emphasized that the consideration represented a 44.8% premium to the July 22, 2026 closing price and a 43.5% premium to the prior 90-trading-day volume-weighted average price. The Board also relied on a targeted market check, arm’s-length negotiations, and Jefferies LLC’s opinion that the consideration was fair from a financial point of view. The transaction is not subject to a financing condition, and Mapfre SA committed up to $1.567 billion to fund the consideration and related obligations. Completion remains subject to stockholder approval, HSR and Massachusetts insurance regulatory approvals, the absence of legal restraints, and other customary closing conditions. The Board acknowledged risks including regulatory failure, loss of future standalone value, transaction expenses, restrictions on interim operations, and executive conflicts, but unanimously concluded that the benefits outweighed those risks. The Board therefore unanimously recommends that stockholders vote FOR the Merger Proposal.

2. 2

   Approval of Merger-Related Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that will or may be paid or become payable to Safety’s named executive officers and that is based on or otherwise relates to the Merger.

   More detail

   The proposal asks stockholders to approve, on a non-binding advisory basis, merger-related compensation payable or potentially payable to Safety’s named executive officers. The vote is required by Section 14A of the Exchange Act and the SEC’s related rules, rather than by the Merger Agreement itself. Disclosed compensation includes cash severance and bonus payments, accelerated vesting and cash-out of restricted stock and performance-based awards, deferred compensation payments, and continued health and life insurance benefits in qualifying circumstances. The disclosure assumes an August 15, 2026 closing and qualifying employment terminations for purposes of estimating potential payments, so actual amounts may differ materially. The largest estimated total is $22,970,705 for George M. Murphy, while the other named executive officers’ estimated totals range from $4,681,806 to $5,972,739. Some benefits are single-trigger and payable upon closing, including equity award treatment and deferred compensation plan payments, while severance and benefit continuation generally require a qualifying post-change-in-control termination. The Board and Compensation Committee also discussed potential Section 280G excise-tax consequences and possible equity or bonus acceleration if closing does not occur by year-end 2026. No tax gross-up or reimbursement is provided for 280G or other taxes. The advisory vote is separate from the merger vote and is not a condition to closing, meaning the compensation may still be paid if the Merger is approved and completed even if stockholders reject this proposal. The Board recommends voting FOR because the compensation is disclosed as required, reflects existing contractual and equity arrangements, and is part of the overall transaction-related compensation package.

3. 3

   Adjournment of the Special Meeting

   ManagementBoard: FOR

   Authorize adjournment of the Special Meeting, if necessary, to solicit additional proxies when there are insufficient votes to approve the Merger Proposal or to provide stockholders with a required supplement or amendment to the proxy statement.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting to a later date or dates if necessary. The principal purposes are to solicit additional proxies when the Merger Proposal lacks sufficient votes and to allow distribution and review of any required supplement or amendment to the proxy statement. The Board also states that an adjournment may be used if a quorum is not present or otherwise at the discretion of the meeting chair. Management does not currently expect an adjournment to be necessary, but considers the authority prudent as a contingency measure. Approval could give Safety additional time to persuade stockholders who have voted against the Merger Proposal to change their votes. The filing expressly acknowledges that an adjournment could delay a vote even where the available proxies might otherwise be sufficient to defeat the Merger Proposal. The proposal does not itself approve the Merger or alter the voting standard for the Merger Proposal. It is subject to a majority-in-voting-power approval standard among shares present or represented by proxy and entitled to vote, with abstentions counted against it and broker non-votes having no effect. Under the Merger Agreement, Safety generally needs Mapfre’s consent to adjourn, but may adjourn without consent in specified circumstances, including inadequate proxies, required supplemental disclosure, or legal necessity. The Board unanimously recommends voting FOR because the authority protects against an insufficient-vote or disclosure contingency and supports completion of the proposed transaction.

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When is the Safety Insurance Group Inc 2026 special meeting?

Safety Insurance Group Inc (SAFT) holds its 2026 special shareholder meeting on Tuesday, November 3, 2026.

What is the record date for the Safety Insurance Group Inc 2026 meeting?

The record date for the Safety Insurance Group Inc 2026 meeting is Tuesday, September 8, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Safety Insurance Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Safety Insurance Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.