PARTIES TO THE MERGER

The Company

Meadowbrook Insurance Group, Inc., headquartered in Southland, Michigan, is a specialty niche focused commercial insurance underwriter, which also owns and operates insurance agencies and an insurance administration services company. We recognize revenue related to the services and coverages within the following categories: net earned premiums, management administrative fees, claims fees, commission revenue, net investment income, and net realized gains (losses).

We market and underwrite specialty property and casualty insurance programs and products on both an admitted and non-admitted basis through a broad and diverse network of independent retail agents, wholesalers, program administrators and general agents, who value service, specialized knowledge, and focused expertise. Program business refers to an aggregation of individually underwritten homogeneous risks that have similar characteristics and are distributed through a select group of agents. We seek to combine profitable underwriting, income from our net commissions and fees, investment returns and efficient capital management to deliver consistent long-term growth in shareholder value.

Shares of our common stock are listed on the NYSE and trade under the symbol “MIG.”

The Company’s principal executive offices are located at 26255 American Drive, Southfield, Michigan 48034, and our telephone number is (248) 358-1100. Our website address is www.meadowbrook.com. The information provided on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to our website in this proxy statement.

Additional information about the Company is contained in our public filings, which are incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information,” beginning on page 121, for more information.

Parent

Parent is a Delaware limited liability company and a wholly-owned subsidiary of Fosun. Pursuant to the merger agreement, Sub will be merged with and into the Company, whereupon the separate existence of Sub shall cease and the Company will continue as the surviving corporation, with Parent owning 100% of the outstanding stock of the Company. The mailing address of Parent is 3500 South DuPont Highway, Dover, Delaware 19901 and its telephone number is (852) 2509 3228.

Sub

Sub is a Delaware corporation formed for the purpose of effecting the transactions contemplated by the merger agreement with the Company, and is a wholly owned subsidiary of Parent. The mailing address of Sub is 3500 South DuPont Highway, Dover, Delaware 19901 and its telephone number is (852) 2509 3228.

Fosun

Fosun is a leading investment group and conglomerate based in Shanghai, China that is publicly listed on the Hong Kong Stock Exchange. Fosun has four business segments comprising insurance, industrial operations, investment and asset management. Fosun’s mailing address is Room 808, ICBC Tower, 3 Garden Road Central, Hong Kong and its telephone number is (852) 2509 3228.

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THE ANNUAL MEETING

We are furnishing this proxy statement as part of the solicitation of proxies by the Board for use at the Annual Meeting and at any properly convened meeting following an adjournment or postponement of the Annual Meeting.

Date, Time and Place of the Annual Meeting

The Annual Meeting will be held on [•], 2015, at [•] Eastern Time, at 26255 American Drive, Southfield, Michigan 48034.

Shareholders of the Company who wish to attend the Annual Meeting may be asked to present valid photo identification. Please note that if you hold your shares of the Company’s common stock in “street name” (i.e., in the name of a bank, broker, trust or other nominee) you will need to bring a copy of your voting instruction card or brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting. Cameras, sound or video recording devices or any similar equipment, or the distribution of any printed materials, will not be permitted at the meeting without the approval of the Company. Other rules pertaining to conduct at this meeting will be presented at the meeting entrance and are available on our website at www.meadowbrook.com under “Investor Relations.”

Purpose of the Annual Meeting

At the Annual Meeting, the Company’s shareholders of record will be asked:

Recommendation of the Board

The Board carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board also considered a number of factors in evaluating the merger and consulted with its outside legal and financial advisors. The Board approved the merger agreement, declared that, on the terms and subject to the conditions set forth in the merger agreement, the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of, the Company and our shareholders, directed that the adoption and approval of the merger agreement and the merger be submitted to a vote at a meeting of

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the Company’s shareholders and recommended that the Company’s shareholders vote for adoption and approval of the merger agreement and the merger.

Upon careful consideration, the Board recommends that you vote “FOR” the proposal to adopt and approve the merger agreement and the merger, “FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger, “FOR” each of the nominees to the Board, “FOR” the ratification of the appointment of the independent registered public accounting firm, “FOR” the executive compensation of our named executives as disclosed in this Proxy Statement and “FOR” the proposal to adjourn the Annual Meeting if necessary or appropriate, including to solicit additional proxies.

Record Date and Quorum

Each holder of record of shares of the Company’s common stock as of the close of business on March 12, 2015 which is the record date for the Annual Meeting, is entitled to receive notice of, and to vote at, the Annual Meeting. You will be entitled to one vote for each share of the Company’s common stock that you held and owned on the record date. As of the record date, there were 50,306,760 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The presence at the Annual Meeting, in person or by proxy, of the holders of 25,153,381 shares of the Company’s common stock (a majority of the voting power of the shares of the Company’s common stock issued and outstanding and entitled to vote) constitutes a quorum for the purpose of considering the proposals.

If you are a shareholder of record of the Company and you vote by mail, by telephone or through the Internet or in person at the Annual Meeting, then your shares of the Company’s common stock will be counted as part of the quorum. If you are a “street name” holder of shares of the Company’s common stock and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum. If you are a “street name” holder of shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.

All shares of the Company’s common stock held by shareholders of record that are present in person, or represented by proxy and entitled to vote at the Annual Meeting, regardless of how such shares are voted or whether such shareholders abstain from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the Annual Meeting may be adjourned.

Vote Required for Approval

Merger Agreement Proposal.  The proposal to adopt and approve the merger agreement and the merger requires the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on such matter.

Non-Binding Compensation Advisory Proposal.  The approval of the non-binding compensation advisory proposal requires the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter. The vote is advisory only and, therefore, the result of the vote is not binding on, and will not require any action by, the Company or Parent or any of their respective subsidiaries and, if the merger agreement is adopted by the Company’s shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved.

Adjournment Proposal.  The approval of the proposal to adjourn the Annual Meeting if necessary or appropriate requires the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter. In addition, even if a quorum is not present at the Annual Meeting, the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter may adjourn the meeting to another place, date or time.

Director Nominees.  Election of directors is based upon a plurality vote, being the greatest number of the shares voted, although not a majority, is required to elect the nominees for director. The nominees receiving the highest number of votes will be elected.

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Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.  The approval of the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm requires the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter.

Advisory Vote Regarding the Company’s 2014 executive compensation.  The approval of the non-binding compensation advisory proposal requires the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter. The vote is advisory only and, therefore, the result of the vote is not binding on, and will not require any action by, the Company.

Effect of Abstentions and Broker Non-Votes

The proposal to adopt and approve the merger agreement and the merger requires the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote on such matter. Therefore, the failure to vote or the abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt and approve the merger agreement and the merger.

A plurality vote, being the greatest number of the shares voted, although not a majority, is required to elect the nominees for director. Therefore, the failure to vote or the abstention from voting will have no effect with respect to the proposal to elect directors.

The other matters to be voted on at the Annual Meeting each requires the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter. Consequently, broker non-votes will have no effect on approval of such proposals; however, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

In addition, even if a quorum is not present at the Annual Meeting, the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter may adjourn the meeting to another place, date or time. In that case, broker non-votes will have no effect on approval of the proposal; however, the abstention from voting will have the same effect as a vote “AGAINST” the proposal.

If your shares are held in “street name,” other than with respect to the proposal to ratify our independent registered public accounting firm, a bank, broker, trust or other nominee will NOT be able to vote your shares of the Company’s common stock (referred to as a broker non-vote), and your shares will not be counted in determining the presence of a quorum unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the proposal to adopt and approve the merger agreement and the merger requires the affirmative vote of a majority of the outstanding shares of the Company’s common stock, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to adopt and approve the merger agreement and the merger.

How to Vote

Shareholders have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided, by calling a toll-free telephone number or through the Internet. Please refer to your proxy card or the information forwarded by your bank, broker, trust or other nominee to see which options are available to you. The telephone and Internet voting facilities for shareholders of record will close at 11:59 p.m. Eastern Time on the day before the Annual Meeting.

If you wish to vote by proxy and your shares are held by a bank, broker, trust or other nominee, you must follow the voting instructions provided to you by your bank, broker, trust or other nominee. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of the Company’s common stock, other than with respect to the proposal to ratify our independent registered public accounting firm, your bank, broker, trust or other nominee will not be able to vote your shares on the proposals.

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If you wish to vote in person at the Annual Meeting and your shares are held in the name of a bank, broker or other holder of record, you must obtain a legal proxy, executed in your favor, from the bank, broker or other holder of record authorizing you to vote at the Annual Meeting.

If you have any questions about how to vote or direct a vote in respect of your shares of the Company’s common stock, you may contact our proxy solicitor, Innisfree M&A Incorporated, at 1-888-750-5834 (for shareholders) or 212-750-5833 (for banks and brokers).

YOU SHOULD NOT SEND IN YOUR SHARE CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing shares of the Company’s common stock will be mailed to shareholders if the merger is completed.

Revocation of Proxies

Any proxy given by a shareholder of the Company may be revoked at any time before it is voted at the Annual Meeting by doing any of the following:

“Street name” holders of shares of the Company’s common stock should contact their bank, broker, trust or other nominee to obtain instructions as to how to revoke or change their proxies.

Adjournments and Postponements

Although it is not currently expected, the Annual Meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt and approve the merger agreement and the merger. Your shares will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy.

If a quorum is present at the Annual Meeting, the Annual Meeting may be adjourned if there is an affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter. In addition, even if a quorum is not present at the Annual Meeting, the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote such matter may adjourn the meeting to another place, date or time. In either case, the adjourned meeting may take place without further notice other than by an announcement made at the Annual Meeting unless the adjournment is for more than 30 days or, if, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the Annual Meeting. Under the merger agreement, the Company may postpone or adjourn the Annual Meeting (i) if the Company is unable to obtain a quorum of its shareholders at such time, (in which case the Company may adjourn meeting for no more than five business days if necessary in order to obtain a quorum of its shareholders), (ii) to the extent (and only to the extent) the Company reasonably determines that such adjournment or postponement is required by applicable law, (iii) if the Company receives a competing proposal, or the price or material terms of a previously received competing proposal are modified or amended, in any such case during the five business day period immediately prior to the day of the meeting (in which case the Company may delay the meeting until the date that is the seventh business day after the date on which the meeting would otherwise have originally been held); and (iv) if the Company receives a competing proposal, or the price or material terms of a previously received competing proposal are modified or amended and the Board has failed to publicly reject such competing proposal in any such case by a date not later than

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the fifth business day immediately prior to the day of the meeting (in which case the Company shall delay the meeting until the date that is the fifth business day after the later of (1) the date on which the Annual Meeting would otherwise have originally been held, or (2) the date on which the Board publicly rejects such competing proposal, to the extent permissible under applicable law).

Solicitation of Proxies

The Company is soliciting the enclosed proxy card on behalf of the Board, and the Company will bear the expenses in connection with the solicitation of proxies. In addition to solicitation by mail, the Company and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. These persons will not be specifically compensated for doing this.

The Company has retained Innisfree M&A Incorporated to assist in the solicitation process. The Company will pay Innisfree M&A Incorporated a fee of approximately $[•] plus reimbursement of certain specified out-of-pocket expenses. The Company also has agreed to indemnify Innisfree M&A Incorporated against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

The Company will ask banks, brokers, trusts and other nominees to forward the Company’s proxy solicitation materials to the beneficial owners of shares of the Company’s common stock held of record by such banks, brokers, trusts or other nominees. The Company will reimburse these banks, brokers, trusts or other nominees in the ordinary course for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Shareholder List

A list of the shareholders of the Company entitled to vote at the Annual Meeting will be available for examination by any shareholder of the Company at the Annual Meeting.

Questions and Additional Information

If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Innisfree M&A Incorporated, at 1-888-750-5834 (for shareholders) or 212-750-5833 (for banks and brokers).

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PROPOSAL 1: ADOPTION AND APPROVAL OF THE MERGER AGREEMENT
AND THE MERGER

The shareholders of the Company will consider and vote on a proposal to adopt and approve the merger agreement and the merger. You should carefully read this proxy statement in its entirety for more detailed information concerning the merger agreement and the merger. In particular, you should read in its entirety the merger agreement, which is enclosed as Annex A to this proxy statement. In addition, see the sections of this proxy statement entitled “The Merger,” beginning on page 23, and “The Agreement and Plan of Merger,” beginning on page 59.

The Board recommends that the Company’s shareholders vote “FOR” the proposal to adopt and approve the merger agreement and the merger.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of common stock of the Company represented by such proxy card will be voted “FOR” the proposal to adopt and approve the merger agreement and the merger.

Under our articles of incorporation and Michigan law, the proposal to adopt and approve the merger agreement and the merger requires the affirmative vote of the holders of a majority of the outstanding shares of the common stock of the Company entitled to vote on such proposal.

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PROPOSAL 2: NON-BINDING COMPENSATION ADVISORY PROPOSAL

Under Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are required to provide shareholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Meadowbrook’s named executive officers that is based on or otherwise relates to the merger, as disclosed in the section entitled “The Merger — Interests of Directors and Executive Officers in the Merger — Golden Parachute Compensation,” beginning on page 51 including the table entitled “Golden Parachute Compensation” and accompanying footnotes. Accordingly, Meadowbrook’s shareholders are being provided with the opportunity to cast an advisory vote on such payments.

As an advisory vote, this proposal is not binding upon Meadowbrook or the Board, and approval of this proposal is not a condition to completion of the merger. Because the merger-related executive compensation to be paid in connection with the merger is based on the terms of the merger agreement as well as the contractual arrangements with the named executive officers, the entitlement to such compensation will not be affected by the outcome of this advisory vote. However, Meadowbrook seeks your support and believes that your support is appropriate because Meadowbrook has a comprehensive executive compensation program designed to link the compensation of our executives with Meadowbrook’s performance and the interests of Meadowbrook’s shareholders. Accordingly, we ask that you vote on the following resolution:

“RESOLVED, that the shareholders of Meadowbrook Insurance Group, Inc. approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of Meadowbrook Insurance Group, Inc. that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger — Interests of Directors and Executive Officers in the Merger — Golden Parachute Compensation,” beginning on page 51 (which disclosure includes the Golden Parachute Compensation Table required pursuant to Item 402(t) of Regulation S-K).”

The Board unanimously recommends that Meadowbrook shareholders vote “FOR” the non-binding compensation advisory proposal.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Meadowbrook common stock represented by such proxy card will be voted “FOR” the non-binding compensation advisory proposal.

The approval of the non-binding compensation advisory proposal requires the affirmative vote of shares representing a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting entitled to vote on such matter. The vote is advisory only and, therefore, the result of the vote is not binding on, and will not require any action by, Meadowbrook or Parent or any of their respective subsidiaries and, if the merger agreement is adopted by Meadowbrook shareholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our named executive officers even if this proposal is not approved.

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THE MERGER

Overview

Meadowbrook is seeking the adoption by Meadowbrook shareholders of the merger agreement Meadowbrook entered into on December 30, 2014 with Parent and Sub. Under the terms of the merger agreement, subject to the satisfaction or waiver of specified conditions, Sub will merge with and into Meadowbrook. Meadowbrook will survive the merger as an wholly-owned subsidiary of Parent. The Board has approved the merger agreement and recommends that Meadowbrook shareholders vote for the proposal to adopt and approve the merger agreement and the merger.

Upon completion of the merger, each share of Meadowbrook common stock that is issued and outstanding immediately prior to the effective time of the merger (other than excluded shares) will be converted into the right to receive $8.65 per share in cash, without interest, subject to applicable withholding taxes.

Following the completion of the merger, Meadowbrook will cease to be a publicly traded company, will no longer be registered under the Exchange Act and will become an wholly-owned subsidiary of Parent.

Background of the Merger

The Board and senior management of the Company routinely review strategic alternatives with the goal of enhancing shareholder value, including potential acquisition transactions and business combinations, as well as a wide range of internal growth strategies.

On August 2, 2013, the Company’s Board issued a press release announcing that its Board was undertaking a review of strategic alternatives and that it had engaged Willis Capital Markets & Advisory to assist in conducting such review. That announcement was preceded by an announcement by A.M. Best that it had lowered Meadowbrook’s issuer credit rating and financial strength ratings from “A-” with a “Negative” outlook to “B++” with a “Stable” outlook. The Company hired Willis Capital Markets & Advisory based on its prior work with the Company, it’s resultant familiarity with the Company and its business, and Willis Capital Markets & Advisory’s experience in the insurance industry.

At the direction of the Board, Willis Capital Markets & Advisory, began contacting third parties regarding their interest in pursuing a potential strategic transaction with Meadowbrook. In August 2013, approximately 67 potential parties were contacted, consisting of both strategic parties and financial parties, and Meadowbrook executed confidentiality and standstill agreements with 24 prospective parties. For purposes of administrative convenience, the Board also established a Strategic Alternatives Committee to assess various alternative strategic transactions in which Meadowbrook might engage. Throughout the remainder of 2013, the Board and the Strategic Alternatives Committee each held multiple meetings with management, Willis Capital Markets & Advisory and Sidley Austin LLP (“Sidley”), legal counsel to the Company, at which the Company’s strategic alternatives were discussed, including the process for establishing a process for the potential sale of the Company. In October 2013, Meadowbrook received first round non-binding proposals to acquire Meadowbrook from six potential acquirers. Throughout October 2013, Meadowbrook conducted management presentations with the six parties that submitted such proposals. The parties were informed that they would need to submit second round proposals based on their due diligence by November 15, 2013.

Also, throughout October 2013, at the direction of the Board, Willis Capital Markets & Advisory began contacting third parties and responding to inbound inquiries regarding a potential sale of a portion of Meadowbrook’s business related to its excess and surplus lines insurance coverage (the “E&S Business”). Meadowbrook executed confidentiality agreements with 16 parties with respect to the potential sale of the E&S Business.

In November 2013, Party 1 submitted a non-binding proposal to acquire Meadowbrook at a nominal per share value of $8.50 per share, consisting of 50% cash consideration and 50% stock of Party 1. Party 1 subsequently updated its non-binding proposal to acquire Meadowbrook for $8.50 per share solely in cash. None of the other five parties who submitted first round non-binding proposals submitted second round proposals. Following inquiries from Willis Capital Markets & Advisory, representatives of Party 1 indicated that Party 1 was not prepared to increase its offer at that time. Representatives of Willis Capital Markets & Advisory briefed the Board regarding these developments at a meeting on December 17, 2013.

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In December 2013, Meadowbrook received preliminary non-binding proposals to acquire the E&S Business from four parties, and held management meetings with such parties throughout December 2013. Following such management meetings, Meadowbrook received two second round proposals related to the E&S Business, while the other two parties did not submit a second round proposal. Of the second round proposals submitted, one of them related solely to the purchase and sale of the renewal rights associated with the E&S Business, while the second contemplated the acquisition of the majority of the stock of Meadowbrook’s subsidiary that holds the majority of the assets of the E&S Business.

On December 26, 2013, the Strategic Alternatives Committee of the Board of Meadowbrook met, and following a presentation from Willis Capital Markets & Advisory, instructed Willis Capital Markets & Advisory to assist the Board in developing counterproposals to each of the two remaining bidders for the E&S Business. The Strategic Alternatives Committee noted that Party 1’s proposal, in the Committee’s opinion, was too low to accept. At no time thereafter did Party 1 revise its offer or make an offer for the E&S Business.

The bidders for the E&S Business ultimately determined they were not interested in acquiring the E&S Business on the terms or in accordance with the structure originally proposed.

Throughout 2014, at the direction of the Board, Meadowbrook continued to explore strategic alternatives. On February 18, 2014, the Company issued its financial results for 2013, and on February 21, 2014, A.M. Best Company (“A.M. Best”) downgraded the issuer credit rating for the Insurance Company Subsidiaries to “bbb” from “bbb+” while affirming their financial strength rating of B++ (Good). A.M. Best also downgraded Meadowbrook’s issuer credit rating to “bb” from “bb+” and revised the outlook for the Insurance Company Subsidiaries to “negative” from “stable”.

On March 26, 2014, Party 1 contacted Willis Capital Markets & Advisory indicating that Party 1 would possibly be interested in an all stock bid to acquire the Company at $6.50 per share.

In August 2014, Willis Capital Markets & Advisory on behalf of Meadowbrook reached out to Fosun (which was one of the parties contacted in August 2013). In addition, at the direction of the Board throughout September 2014 representatives of Willis Capital Markets & Advisory contacted eight other parties, including Party 1, and that were determined to be the most likely parties to be interested in pursuing an acquisition of Meadowbrook.

Meadowbrook and Fosun executed a confidentiality and standstill agreement on November 10, 2014 on terms similar to the confidentiality and standstill agreements entered into in 2013 by other prospective parties.

Over the course of November 11 and November 12, 2014, Meadowbrook’s Chief Executive Officer, Mr. Cubbin, engaged in preliminary meetings with six parties, including Party 1 and Fosun.

On November 21, 2014, the Board held a meeting at which it was apprised of Mr. Cubbin’s meetings and of the indications of interest. The Board requested that current discussions continue, and requested an update on the discussions at its next meeting, which would be held on its previously scheduled date of November 28, 2014.

On November 25, 2014, at the request of Party 1, Meadowbrook’s Chief Executive Officer had a meeting with a representative of Party 1, at which time Party 1 reiterated orally its interest in acquiring Meadowbrook, its ability to pay in all cash, its ability to execute a transaction with limited additional due diligence and that Party 1 wanted the Company to continue operating under the current brand and management structure.

Following such meetings, four parties submitted indications of interest with respect to an acquisition of Meadowbrook.

On November 28, 2014 the Board held a meeting at which members of management and representatives of Willis Capital Markets & Advisory and Sidley in attendance. Representatives of Sidley provided the Board with a legal briefing regarding their fiduciary duties in the context of a potential sale of the Company. Representatives of Willis Capital Markets & Advisory then provided an update to the Board regarding the indications of interest that had been received. Fosun had originally submitted a proposal to acquire Meadowbrook for $7.15 to $9.83 per share in cash, and, following discussions with representatives of Willis Capital Markets & Advisory (acting at the direction of the Board) during which such representatives indicated

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to Fosun that the price range provided was too broad, narrowed its range to $8.55 to $9.45 in cash. Party 1 had submitted a proposal to acquire Meadowbrook for $8.45 per share in cash, and subsequently increased its offer to $8.55 per share in cash. Party 2 had proposed a merger with Meadowbrook at Meadowbrook’s tangible book value, equal to a nominal value of $8.35 per share, consisting of 50% cash and 50% stock. Party 3 had orally communicated a proposal to acquire Meadowbrook at $7.50 per share. Representatives of Willis Capital Markets & Advisory then updated the Board on possible next steps with respect to each bidder, including providing each bidder access to diligence materials and management presentations. The Board indicated its approval of the immediate next steps, and then engaged in a discussion regarding the potential execution risk associated with each of the parties who had provided indications of interest. Representatives of Willis Capital Markets & Advisory also discussed with the Board the basis on which the nine parties contacted in August and September 2014 had been selected. Willis Capital Markets & Advisory also noted for the Board that certain other bidders who had shown interest during 2013 had not responded to follow-up communications from Willis Capital Markets & Advisory in September 2014. Representatives of Sidley then provided the Board with a summary of the material terms of a proposed form of merger agreement to be sent to bidders. The Board asked questions regarding the termination rights and fees provided for in the merger agreement, and requested that Sidley include a “reverse break-up fee” that would be payable by a potential purchaser to the Company in the event that, under certain circumstances, regulatory approval for the merger was not obtained. On that basis, the Board authorized the draft merger agreement to be provided to bidders. The Board instructed management not to engage in any discussions regarding potential post-closing employment with any potential bidder until authorized to do so by the Board. Mr. Cubbin also confirmed to the Board that he had not had any discussions with any of the potential bidders regarding post-closing employment.

On December 1, 2014 an online data room was opened to Party 1, Party 2, Party 3 and Fosun, and on December 5, 2014 such parties were instructed by Willis Capital Markets & Advisory (acting at the direction of the Board) in writing to submit a final proposal and mark-up to the draft merger agreement by December 19, 2014. The bidders were also informed that the Board desired to announce a definitive agreement prior to December 31, 2014. Over the course of December 2014, the four potential bidders engaged in due diligence review of various materials provided in such online data room, and Meadowbrook responded to due diligence questions from the various bidders. All four of the parties were informed that they could participate in management presentations with Meadowbrook.

On December 5, 2014, Party 1 participated in a due diligence management presentation with members of management of Meadowbrook. During this meeting, representatives of Party 1 reiterated their interest in a potential transaction for which the consideration would be all cash.

On December 11, 2014, the Board held a meeting at which members of management, representatives of Willis Capital Markets & Advisory and Sidley were in attendance. Representatives of Willis Capital Markets & Advisory updated the Board on the due diligence process to date. Willis Capital Markets & Advisory also noted that each of the potential bidders had been invited, at the direction of the Board, to participate in a management presentation.

From December 15 through December 17, 2014, representatives of Fosun attended management presentations with members of management of Meadowbrook. Representatives of Willis Capital Markets & Advisory and Sidley were in attendance, as were various advisors to Fosun.

On December 18, 2014, the board held a meeting at which members of management, representatives of Willis Capital Markets & Advisory and Sidley were in attendance. Representatives of Willis Capital Markets & Advisory provided the Board with an update on the due diligence process to date. Willis Capital Markets & Advisory also described for the Board Willis Capital Markets & Advisory’s preliminary financial analysis of the Company. Also on December 18, 2014, the day before the deadline to submit a final proposal, a representative of Party 1 contacted Mr. Cubbin to inform him that they would not be able to provide comments to the draft merger agreement, but intended to submit an updated bid letter only.

On December 19, 2014, Party 2 submitted a non-binding proposal to acquire Meadowbrook for $8.75 per share in cash, subject to completion of additional extensive due diligence. Party 2’s proposal stated that its proposal was subject to receipt of exclusivity through January 31, 2015 and the ability to do significant

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ongoing due diligence during such period. Party 2 did not provide a markup of the merger agreement it had received earlier in December (which markup was specified pursuant to the bid instruction letter).

Party 3 and Fosun did not submit final proposals or a markup to the merger agreement on December 19, 2014. However, Fosun indicated orally to Willis Capital Markets & Advisory that it continued to have interest in pursuing a transaction, but that it had questions and concerns regarding the Company’s reserves and how to improve Meadowbrook’s A.M. Best rating.

From December 20, 2014 through December 23, 2014, representatives of Meadowbrook engaged with representatives of Fosun to address the questions and concerns raised by Fosun.

On December 21, 2014, the Board held a meeting at which members of management, representatives of Willis Capital Markets & Advisory and representatives of Sidley were in attendance. Representatives of Willis Capital Markets & Advisory provided the Board with a summary of Party 2’s proposal. During the meeting, representatives of Willis Capital Markets & Advisory also indicated that at the outset of the process, Party 1’s CEO had informed Willis Capital Markets & Advisory that Party 1 would undertake limited due diligence, would be able to move quickly because it was very familiar with the Company given its participation in the Company’s 2013 strategic alternatives process, and that it would provide an all cash offer by December 15, 2014. Representatives of Willis Capital Markets & Advisory noted further that recently Party 1’s CEO had informed Willis Capital Markets & Advisory that Party 1 would submit an indication of interest on December 19, 2015, but would not provide a markup of the merger agreement (which markup was specified pursuant to the bid instruction letter) because Party 1 continued to work on the markup. The following day, Willis Capital Markets & Advisory noted, a representative of Party 1’s strategic development group contacted representatives of Willis Capital Markets & Advisory to indicate that Party 1 would not in fact provide a bid at that time because it was distracted by other matters. Party 1 also indicated that if the timing of the process changed, Party 1 might still be interested. Representatives of Willis Capital Markets & Advisory then noted that, based on information provided to Willis Capital Markets & Advisory, a representative of Party 3 had contacted Mr. Cubbin to indicate that it did not believe it would be able to get to a price that would be acceptable to the Board. Willis Capital Markets & Advisory also noted that Fosun had recently raised questions and concerns regarding how to improve Meadowbrook’s A.M. Best rating and, based on feedback from Fosun’s outside advisors, reserve adequacy. However, Fosun also had indicated it would provide some indication of interest later that same day.

Following the Board meeting on the evening of December 21, 2014, Fosun submitted a proposal letter to acquire Meadowbrook for $8.36 per share in cash, and indicated that it had completed its due diligence review and was prepared to move expeditiously to sign a definitive merger agreement. Fosun also provided a responsive draft of the merger agreement. Fosun’s letter date December 21, 2014 is set forth below:

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STRICTLY PRIVATE AND CONFIDENTIAL

Project Mustang

Proposal

December 21, 2014

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STRICTLY PRIVATE AND CONFIDENTIAL

Attention: Meadowbrook Insurance Group, Inc.
CC: Willis Capital Markets Advisory

December 21,2014

Re: Project Mustang — Proposal

Dear Sirs,

On behalf of Fosun International Limited (collectively with its affiliates and investment funds advised or managed by Fosun or its affiliates,“Fosun International”, “Fosun”,“we” or“us”), we would like to thank Meadowbrook Insurance Group, Inc. (collectively with its subsidiaries and affiliates,“Seller”), as well as Willis Capital Markets Advisory for inviting us to participate in the process for a possible acquisition of the 100% equity interest of Meadowbrook Insurance Group, Inc. (“Meadowbrook” or the“Company ”) (the“Proposed Transaction”). Fosun is pleased to submit the following non-binding, indication of interest (the “Proposal”) with respect to the acquisition of the Company.

Fosun International (00656.HK) is a company incorporated under the laws of Hong Kong and whose shares are listed and traded on the main board of The Stock Exchange of Hong Kong Limited, with a market capitalization of USD 8.93 billion as of 19 December, 2014. Over the past two decades, Fosun has evolved from an entrepreneurial start-up into a leading investment group underpinned by the twin drivers of “insurance-oriented comprehensive financial capability” and“industrial-rooted global investment capability”. On one hand, Fosun aims to leverage its “insurance-oriented comprehensive financial capability” driver as a major financing tool to connect to long term high quality capital. On the other hand, Fosun will continue to pursue and implement the “industrial-rooted global investment capability” driver, adhering to the Fosun value investing principle, seeking to deliver more successful investment cases of “Combining China’s Growth Momentum with Global Resources”. As of 30 June 2014, the total assets of Fosun International amounted to RMB 313.3 billion (USD 51.13 billion), with cash and bank balances of RMB 33.0 billion (USD 5.39 billion), and net assets of RMB 67.4 billion (USD 11.0 billion).

1.  Cash Consideration

Based on our analysis and review of the information provided to us to date, Fosun intends to acquire100% of the Company’s capital stock in the form of a merger for a price of USD 419 million, which is equivalent to USD 8.36 per share.

2.  Source of Funds

Fosun has the financial resources available to be able to deliver the anticipated purchase consideration in the form of cash at closing without a need to access the capital markets or any financing conditions to our obligations to close this Transaction. As of 30 June 2014, the total assets of Fosun International amount to RMB 313.3 billion (USD 51.13 billion), with cash and bank balances of RMB 33.0 billion (USD 5.39 billion), and net assets of RMB 67.4 billion (USD 11.0 billion).

3.  Due Diligence Requirements

We have completed the formal phase of our due diligence process.

4.  Strategic Rationale

Fosun’s insurance strategy. In line with the strategy to build up insurance-oriented comprehensive financial capability, Fosun’s footprint in the insurance sector not only covers horizontally a wide geographic range, but also vertically a diversified array of business portfolios. Our insurance segment mainly includes Yong’an Property Insurance Company Limited, Pramerica Fosun Life Insurance Co., Ltd., Peak Reinsurance Company Limited, Fosun Insurance Portugal (Fidelidade-Companhia de Seguros, S.A, Multicare-Seguros de Saude, S.A. and Cares-Companhia de Seguros, S.A.) and the most recently acquired equity stake in US specialty insurer Ironshore Inc. Our organization sees a number of potential areas in which we could cooperate to develop a

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promising future for the Company. By efficiently deploying the respective competitive advantages of Meadowbrook and Fosun, we aim to further improve the Company’s performance with our post-acquisition strategy. As an important first step, we aim to support the Company to improve its financial strength rating with A.M. Best and thus to further strengthen its financial soundness for business development. In addition, we also see the possibility to further strengthen the Company’s investment return by leveraging Fosun’s portfolio management experience. We believe that the Company’s expertise in underwriting commercial lines in niche markets, possession of licenses and a broad distribution channel across the United States creates a solid insurance platform to further grow the Company’s capabilities and reach in the United States through both organic growth and strategic acquisitions. Moreover, the synergy between Meadowbrook and Fosun could generate significant expense savings opportunities such as reducing or eliminating fronting fees, public company costs and asset management fees.

5.  Agreement and Plan of Merger (“Merger Agreement”)

Attached as Exhibit “A” is a revised Merger Agreement, based on the draft posted in the virtual data room, and reflecting the changes we would require. While there are some additional details to add in regard to the acquisition entities from our side and the financing assurances the Company may require, from our perspective the attached draft is very nearly ready for execution.

6.  Approvals and Conditions

We have obtained the relevant internal approvals at Fosun and carried out the necessary internal procedures for the execution and submission of our proposal. As indicated in the revised Agreement and Plan of Merger, we envision that we will use a SPV formed under one of our qualified affiliates as our acquiring entity. As expected, consummation of the Transaction may require certain regulatory and third-party approvals customary for this size and type of transaction, and we are prepared to work diligently with the Company to secure such approvals expeditiously once a definitive agreement has been reached. Our past transaction experience has proven our ability to seek regulatory approval. We have secured insurance regulatory approvals in most of the jurisdictions where we were required to file Form “A”s or similar change of control applications and are on track for closing in 2015.

7.  Management and Employees.

We have a great deal of respect for the Company’s management team. We have made treating management and employees fairly a top priority in our previous acquisitions and investments. Clearly, the Company management’s experience and unique skill sets will be key to maintaining and growing the value of the business and is critical in offering strong synergies with our other insurance lines and investment interests. We believe the stability and continuity of management plays a vital role in the Company’s further development and to achieve the strategic goal of improving the Meadowbrook’s A.M. Best financial strength ratings.

One of our key objectives in this transaction is to retain and incentivize the Company’s management over the long term so that a combined Fosun and Meadowbrook, by working together, will be able to achieve stronger financial performance. We agree with Meadowbrook’s concept set forth in the Merger Agreement to maintain the levels of compensation and benefits throughout the organization for the first year. As part of our post-merger integration plans, we plan on maintaining management’s and employees’ current level of overall compensation in accordance with the principles under the Company’s existing employee plans and bonus schemes, except that certain modifications will need to be made to take into account that Meadowbrook will be privately held after the closing.

8.  Timing

We would be prepared to accept the timing of signing by December 31, 2014.

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9.  Contacts

For any additional information or other matters or correspondence in connection with this proposal, please contact:

Selina Hu
Senior Investment Director
Fosun Financial Group
Fosun International Limited

10.  Confidentiality

The terms of this proposal are strictly private and confidential and may not be disclosed to anyone other than the Seller, its outside counsel Sidley Austin LLP, and its financial advisor Willis Capital Markets Advisory, or any other parties approved by Fosun, for the sole purpose of evaluating the Proposed Transaction.

Other than with respect to the immediately preceding paragraph, this letter is non-binding and imposes no obligations of any kind on Fosun or any other person to take or not take action. In particular, this Proposal does not constitute an offer to acquire the Company, and no person is bound or obligated to continue with negotiations toward the Proposed Transaction, or to consummate any such transaction, unless and until definitive agreements are executed by the parties.

We eagerly look forward to your favorable response and to continue pursuing the transaction with you.

Yours faithfully,

Duan Quipin
President
Fosun Financial Group

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The Board held a meeting on December 22, 2014, at which members of management, representatives of Willis Capital Markets & Advisory and representatives of Sidley were in attendance. Willis Capital Markets & Advisory provided a further update on the strategic alternatives process. Throughout the update, representatives of Willis Capital Markets & Advisory referred to written materials that had been provided to the Board in advance of the meeting, and began by describing the proposal letter provided by Fosun on the evening of December 21, 2014. Representatives of Willis Capital Markets & Advisory also summarized again for the Board Party 2’s proposal, and noted that neither Party 1 nor Party 3 had provided an updated written indication of interest on December 19, 2014 or thereafter. As part of the summary, the representatives of Willis Capital Markets & Advisory noted that, based on Willis Capital Markets & Advisory’s prior interactions with Party 2 in connection with the Company’s process and their overall dealings and familiarity with Party 2, there was a risk that, even if given exclusivity and additional time to conduct extensive additional due diligence, Party 2 may not submit a bid at all or may submit a bid that was lower than that indicated in the Party 2 indication of interest or than that currently proposed by Fosun.

The Board discussed the desire to keep the process competitive in order to obtain the best transaction, as well as the desire to ensure that the process was brought to a prompt conclusion. The Board then instructed representatives of Willis Capital Markets & Advisory to advise Fosun that its price needed to be increased, and suggested that representatives of Willis Capital Markets & Advisory signal to Fosun that their bid needed to be $8.75. The Board also instructed representatives of Willis Capital Markets & Advisory to work with Party 2 to facilitate their ongoing due diligence and to let Party 2 know that their proposed timetable of January 31, 2015 needed to be accelerated, while indicating that the Company would not grant them exclusivity. The Board then instructed representatives of Willis Capital Markets & Advisory to reach out to Party 3 and Party 1 to inquire whether they would be providing a written indication of interest. Representatives of Sidley then briefed the Board regarding certain material issues raised by Fosun’s mark-up of the merger agreement, including with respect to provisions regarding each party’s obligation to obtain regulatory approval, the deletion of the obligation of Fosun to pay a reverse termination fee if the transaction did not receive regulatory approval, representations regarding actuarial analyses and the adequacy of the reserves of the Company and provisions regarding deal protection, including the size of the break-up fee, and certain questions raised by Fosun’s mark-up regarding its financing arrangements with respect to the transaction. Representatives of Sidley were also authorized to begin discussing key points raised by Fosun’s markup of the merger agreement with Fosun’s advisors, and the Board provided Sidley with guidance regarding how to resolve such material issues.

On December 23, 2014, Party 1 orally communicated to Willis Capital Markets & Advisory that it if the Board was interested, Party 1 might be willing to modify its proposal to acquire Meadowbrook for a nominal value of $9.00 per share, consisting of 80% stock and 20% cash. Party 1 did not provide a markup of the merger agreement and did not provide an indication as to the amount of time that it would need to execute a definitive agreement and finalize its due diligence.

During the afternoon of December 23, 2014 representatives of Willis Capital Markets & Advisory and Fosun engaged in discussions regarding Fosun’s bid. As a result of these negotiations, Fosun agreed to increase its bid to $8.50 per share.

On the afternoon of December 23, 2014, the Board held a meeting at which members of management, representatives of Willis Capital Markets & Advisory and Sidley also attended. Representatives of Willis Capital Markets & Advisory provided an update regarding their recent discussions with Party 1. Willis advised the Board that Party 1 had not provided a revised written indication of interest, because Party 1 understood the process was competitive with other parties also looking to acquire the Company and that Party 1 had explained that they generally did not like being involved in competitive processes. Representatives of Willis Capital Markets & Advisory indicated that the Party 1 representative stated to representatives of Willis Capital Markets & Advisory that if Willis Capital Markets & Advisory believed that the Company’s Board would be interested in it, Party 1 might be willing to put in a proposal to acquire the Company at a nominal value of $9.00 per share, with the aggregate consideration to be paid in 80% stock and 20% cash. The representatives of Willis Capital Markets & Advisory also noted that it had been conveyed to Party 1, at the direction of the Board, on several occasions, both during the 2013 and fall of 2014 processes, that the Company had a strong preference for an all cash offer.

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At the Board meeting on December 23, 2014, representatives of Willis Capital Markets & Advisory also indicated that they had discussed the due diligence process further with Party 2, who indicated that Party 2 would need to engage an outside consultant to undertake an actuarial review, and outlined its other due diligence requirements (including financial, investments, information technology, legal, claims, operations, governance, human resources, regulatory and tax). Representatives of Willis Capital Markets & Advisory also indicated that Party 2 indicated that it would likely be some time in January before Party 2 could begin due diligence and thereafter would need until January 31, 2015 to complete the diligence process. The Board discussed with the Company’s advisors and management the length of a potential process for an actuarial review, noting that it would likely require three to four weeks to conduct such a review. They also discussed the possibility that at the end of the diligence process Party 2 might not submit a bid at all or might submit a bid that was lower than that indicated in the Party 2 indication of interest or than that currently proposed by Fosun. Representatives of Willis Capital Markets & Advisory then reported that Fosun had indicated to representatives of Willis Capital Markets & Advisory that Fosun was willing to increase its bid to $8.50, but had generally rejected any changes proposed by Sidley with respect to Fosun’s positions in the merger agreement. The Board and its legal advisors discussed possible modifications to the draft merger agreement with Fosun to provide the Company with greater certainty of closing. The Board and its advisors discussed the desire to keep the process competitive and to continue to explore whether either Party 1 or Party 2 would be able to submit a firm written offer in the near future. As part of this discussion, the Board noted the desire to continue negotiations with Fosun at a reasonable pace so as not to risk Fosun losing interest or withdrawing or adversely modifying its offer. The Board then requested that Willis Capital Markets & Advisory provide additional analysis regarding the stock component of the consideration offered by Party 1. The Board also instructed representatives of Willis Capital Markets & Advisory to indicate to Fosun that it needed to provide a higher bid to be competitive, while at the same time telling Party 2 that they needed to finish their due diligence expeditiously, to confirm their bid, to provide a markup of the merger agreement and move to executing a transaction. The Board also instructed Sidley to engage in negotiations with Fosun’s legal counsel and send a markup of the merger agreement to Fosun consistent with the direction provided by the Board.

In the evening of December 23, 2014, at the direction of the Board, Willis Capital Markets & Advisory informed Fosun that it would need to further increase its proposed acquisition price and to be flexible on the contract terms. In response, Fosun agreed to increase its bid to $8.65 per share and that it would work with its counsel to be responsive to the agreement points raised by Sidley.

Over the period of December 22, 2014 through December 26, 2014, representatives of Sidley and representatives of Fosun’s legal counsel negotiated various provisions contained in Fosun’s draft of the merger agreement.

The Board held a meeting on December 26, 2014, at which members of management, representatives of Willis Capital Markets & Advisory and representatives of Sidley in attendance. Representatives of Willis Capital Markets & Advisory indicated that during Willis Capital Markets & Advisory’s last discussion with Fosun, Fosun had agreed to increase its offer to $8.65. They also noted that Fosun had reiterated on several occasions that it was committed to executing a merger agreement no later than December 31, 2014. Representatives of Sidley also provided the Board with an update regarding recent negotiations of the material issues being negotiated in the merger agreement with Fosun, notably the level of efforts that Fosun would contractually agree to undertake in connection with obtaining regulatory approval, and the Board authorized representatives of Sidley to agree to the standards for obtaining regulatory approvals as outlined by representatives of Sidley. The Board, management and the Company’s advisors then discussed the likelihood that Party 1 or Party 2 would be in a position to execute a merger agreement in the near future, including the likelihood that Party 1 would submit a proposal based on its prior conduct. The representatives of Willis Capital Markets & Advisory then summarized their discussions with Party 2 since the last Board meeting. The representative noted that Party 2 continued to maintain they needed to conduct due diligence, including at least a week of onsite due diligence after the beginning of the new year and an actuarial review. The representatives of Willis Capital Markets & Advisory then discussed with the Board the preliminary financial analysis of Willis Capital Markets & Advisory, referring throughout the discussion to materials that had been provided to the Board in advance of the meeting. As part of the discussion, the representatives of Willis Capital Markets & Advisory discussed with the Board the standalone preliminary financial valuation for the

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Company, noting that the valuation was not adjusted to take into account all potential risks of the Company, and also discussed with the Board a preliminary analysis of the Party 1 proposal in light of the significant stock component in the proposal. Following the discussion of the preliminary financial analysis, the Board discussed next steps. The Board and its advisors discussed that, although the indication of interest from Party 2 was at a higher price than the Fosun offer, there was significant uncertainty regarding whether Party 2 would make a binding proposal following completion of its due diligence. The Board also discussed the lack of a written offer from Party 1 and the concerns regarding Party 1’s seriousness given its course of conduct throughout the process. They also discussed concerns with delaying the pace of the negotiations with Fosun given that the proposed offer price was attractive, that progress was being made on the legal terms of the merger agreement and that delay could result in Fosun withdrawing its offer or losing interest. The Board instructed representatives of Willis Capital Markets & Advisory to contact each of Party 1 and Party 2 to give them one final chance to provide a written offer that indicated a commitment to execute a transaction by December 31, 2014, the timeline originally indicated to the bidders.

Following the Board meeting, on December 26, 2014 representatives of Willis Capital Markets & Advisory communicated to Party 1 that the Board would consider a final proposal from Party 1 if it was in writing with a markup of the draft of the merger agreement and submitted no later than Monday, December 29, 2014. During the conversation, Party 1 inquired whether the Board would be interested in a transaction with a nominal value of $9.00 per share, with 50% of the consideration in Party 1’s stock and 50% in cash. In response, at the direction of the Board, Willis Capital Markets & Advisory reiterated that for Party 1’s proposal to be considered by the Board, the proposal must be in writing with a markup of the merger agreement.

On the same date, Sidley provided Fosun’s legal counsel with a revised draft of the merger agreement and a form of parent guaranty.

On December 27, 2014, representatives of Willis Capital Markets & Advisory informed Party 2, at the direction of the Board, that if it wanted to continued to be part of the process, it must submit a final proposal and draft of the merger agreement by December 29, 2014, subject to no further due diligence.

Over the period from December 27, 2014 through December 29, 2014, representatives of Sidley and Fosun’s legal counsel continued to negotiate and exchange drafts of the transactions documents. During these negotiations, with the authorization of the Board, Sidley agreed to remove the concept of the reverse termination fee payable by Fosun in exchange for, among other things, a strengthening of the regulatory obligations covenant from that proposed by Fosun in its initial markup of the merger agreement.

On December 29, 2014 the Board held a meeting at which representatives of Willis Capital Markets & Advisory noted that Party 2 had indicated to representatives of Willis Capital Markets & Advisory that it would not be able to confirm its price and execute a merger agreement in the near future. Representatives of Willis Capital Markets & Advisory also updated the Board that Party 1 had orally indicated a willingness to pay a notional value per share of $9.00, 50% in stock and 50% in cash, but had failed to provide an offer in writing as requested by representatives of Willis Capital Markets & Advisory at the direction of the Board, had failed to return a follow-up phone call from representatives of Willis Capital Markets & Advisory, and not yet provided a mark-up of the merger agreement. Representatives of Sidley provided an update on the status of the negotiations with Fosun’s counsel regarding the merger agreement, and indicated that most of the major issues had been resolved. In light of the foregoing, the Board authorized Mr. Cubbin to engage in preliminary discussions with Fosun regarding the potential for post-closing employment for members of senior management of the Company.

On December 30, 2014, Fosun and Meadowbrook continued to negotiate the transaction documents, and the parties resolved the remaining items. That afternoon, the Board held a meeting at which a representative of Sidley provided the Board with a presentation regarding their fiduciary duties in the context of the strategic alternatives process and representatives of Willis Capital Markets & Advisory indicated that other than Fosun, no bidders had communicated any update to Willis Capital Markets & Advisory since the prior Board Meeting. A representative of Sidley then provided the Board with a summary of the material terms of the fully-negotiated merger agreement with Fosun, and representatives of Willis Capital Markets & Advisory discussed the price to be paid by Fosun, and provided the Board with its financial analysis of the proposed

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transaction with Fosun. Representatives of Willis Capital Markets & Advisory then orally delivered the fairness opinion of Willis Capital Markets & Advisory, as further described under “Opinion of the Company’s Financial Advisor”. In addition, after inquiring of Willis Capital Markets & Advisory, the Board affirmed its determination that Willis Capital Markets & Advisory had no relationships that would impair its ability to serve as independent financial advisor to the Board.

The members of the Board present at the meeting then unanimously approved the merger agreement, the merger and the transactions contemplated thereby, following which Meadowbrook and Fosun executed and delivered the merger agreement.

Reasons for Recommending the Adoption and Approval of the Merger Agreement and the Merger

In evaluating the merger agreement and the transactions contemplated thereby, including the Merger, and recommending that the Company shareholders approve the merger agreement, the Board consulted with the Company’s senior management team and outside legal and financial advisors and considered and evaluated numerous factors, including the following material factors, each of which the Board believes supported its unanimous determinations:

Challenges the Company Faces as an Independent Company; Strategic Alternatives

The Board considered the possibility of continuing to operate the Company as an independent public company, including the related risks and uncertainties and the prospects for the Company going forward as an independent entity. In doing so, the Board considered the following:

The Board undertook a strategic review process with the assistance of Willis Capital Markets & Advisory, which considered various strategic alternatives and alternative transactions in addition to a possible sale of the Company to Fosun:

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Merger Consideration; Certainty of Value; Liquidity

The Board also considered the following, with respect to the merger consideration:

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Merger Agreement

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Negative Factors

The Board also considered certain risks and other potentially negative factors concerning the transactions contemplated by the merger agreement, including:

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Other

The Board also considered the following other factors:

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive, but includes the material factors considered by the Board. In view of the wide variety of factors

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considered in connection with its evaluation of the merger and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board did not undertake to make any specific determination as to whether, or to what extent, any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented, including the factors described above.

The Board recommends a vote “FOR” the proposal to adopt and approve the merger agreement and the merger.

Forward-Looking Financial Information

Due to the unpredictability of the underlying assumptions and estimates inherent in preparing financial projections, we do not as a matter of general practice publicly disclose detailed projections as to our anticipated financial position or results of operations, other than providing, from time to time, estimated ranges for the then-current fiscal year of certain expected financial results and operational metrics in our regular earnings press releases and other investor material.

In connection with the evaluation of a possible transaction our management prepared and provided to the Board forward-looking financial information for years 2015 through 2019 based upon projections developed by our management (which we refer to as the “financial projections”), which financial projections are summarized below. These financial projections were also provided to Willis Capital Markets & Advisory for use in connection with its financial analysis and opinion.

None of the financial projections were intended for public disclosure. Nonetheless, a summary of the financial projections is included in this proxy statement only because certain of the financial projections were made available to the Board, our financial advisor and Fosun. The inclusion of the financial projections in this proxy statement does not constitute an admission or representation by Meadowbrook that the information is material.

The financial projections are unaudited and were not prepared with a view toward public disclosure or compliance with the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or United States generally accepted accounting principles (which we refer to as “GAAP”) or the published guidelines of the SEC regarding projections and the use of non-GAAP financial measures. Neither our independent auditors, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial projections, nor have they expressed any opinion or any other form of assurance on the financial projections or their achievability, and they assume no responsibility for, and disclaim any association with, the financial projections.

In the view of our management, the financial projections were prepared on a reasonable basis reflecting management’s best available estimates and judgments regarding our future financial performance. The financial projections have not been updated since the time of their preparation, are not facts and should not be relied upon as necessarily indicative of actual future results, and you are cautioned not to rely on the financial projections. Some or all of the assumptions that have been made in connection with the preparation of the financial projections may have changed since the date the financial projections were prepared. None of Meadowbrook, Fosun or any of their respective affiliates, advisors or other representatives assumes any responsibility for the validity, reasonableness, accuracy or completeness of the financial projections. Neither Meadowbrook nor any of its affiliates intends to, and each of them disclaims any obligation to, update, revise or correct the financial projections if any or all of them have become, are or become inaccurate (even in the short term) since the time of their preparation. These considerations should be taken into account in reviewing the financial projections, which were prepared as of an earlier date.

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The financial projections reflect various estimates, assumptions and methodologies of Meadowbrook, all of which are difficult to predict and many of which are beyond our control, including, among others, assumptions with respect to industry performance, general business, economic, regulatory, litigation, market and financial conditions, interest on investments and matters specific to our business, including:

The financial projections do not necessarily reflect revised prospects for our businesses, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial projections were prepared, and the financial projections are not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below and should not be regarded as a representation that the financial forecasts will be achieved.

Because the financial projections reflect subjective judgment in many respects, they are susceptible to multiple interpretations and frequent revisions based on actual experience and business developments. The financial projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The financial projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties that could cause the actual results to differ materially from the projected results, including, without limitation, the factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 and in our other filings with the SEC. For additional information on factors that may cause our future financial results to materially vary from the projected results summarized below, see the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” beginning on page 14. Accordingly, there can be no assurance that the projected results summarized below will be realized or that actual results will not differ materially from the projected results summarized below, and the financial projections cannot be considered a guarantee of future operating results and should not be relied upon as such.

The financial projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding the Company contained in our public filings with the SEC. The financial projections do not take into account any circumstances or events occurring after the date they were prepared, including the merger. Further, the financial projections do not take into account the effect of any failure of the merger to be consummated and should not be viewed as accurate or continuing in that context.

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Financial Projections

The following table summarizes the financial projections that were provided to the Board, our financial advisors and Fosun in connection with the evaluation of a possible transaction.

		Fiscal Years Ending December 31, (US$ in millions, except percentages and per share data)
		2015E				2016E				2017E				2018E				2019E
Gross Premiums Written		$	755.3			$	768.8			$	792.4			$	817.1			$	843.1
Total Revenue			691.4				728.6				750.8				775.3				802.3
Total Expenses			651.8				683.7				702.4				722.0				743.4
Net Operating Income			32.3				35.5				37.6				40.7				44.5
Annualized Distributions(1)			4.0				4.0				4.0				4.0				4.0
Net Operating ROATE(2)			7.3	%			7.5	%			7.4	%			7.5	%			7.6	%
Combined Ratio(3)			99.2	%			98.7	%			98.6	%			98.4	%			98.3	%
Total Stockholders’ Equity		$	479.652			$	511.110			$	544.724			$	581.459			$	621.954
Earnings Per Share		$	0.65			$	0.71			$	0.75			$	0.81			$	0.89

Opinion of the Company’s Financial Advisor

The Company engaged Willis Securities, Inc. (which we refer to as “Willis Capital Markets & Advisory”) to act as the Board’s financial advisor in connection with evaluating strategic alternatives, including a possible sale transaction. At a meeting of the Board held on December 30, 2014 to evaluate the merger, Willis Capital Markets & Advisory rendered its opinion dated December 30, 2014, to the Board to the effect that, as of that date and based upon and subject to the assumptions, qualifications and limitations stated in the written opinion, the $8.65 per share cash consideration to be received in the merger by holders of the Company’s common stock was fair, from a financial point of view, to such holders. The full text of Willis Capital Markets & Advisory’s written opinion, which sets forth, among other things, the assumptions made, factors considered and qualifications and limitations upon the review undertaken by Willis Capital Markets & Advisory in rendering its opinion, is attached as Annex B and is incorporated by reference in its entirety into this proxy statement. This summary is qualified in its entirety by reference to the full text of such opinion. Willis Capital Markets & Advisory’s opinion was provided for the information of the Board (in its capacity as such) in its evaluation of the consideration to be paid in the merger from a financial point of view and did not address any other aspect of the merger. Willis Capital Markets & Advisory expressed no view as to, and its opinion did not address, the relative merits of the merger as compared to alternative business or financial strategies that might be available to the Company, the effect of any other transaction in which the Company might engage or the Company’s underlying business decision to engage in the merger. The opinion does not constitute a recommendation to any holder of the Company’s common stock as to how such holder should act or vote in connection with the merger or otherwise.

The terms of the proposed merger were determined through negotiations between Parent and the Company and the decision by the Company to enter into the merger was solely that of the Board. Willis Capital Markets & Advisory’s opinion was only one of the many factors considered by the Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Board or management with respect to the merger or the consideration payable in the merger. Willis Capital Markets & Advisory did not recommend any specific form or amount of consideration to the Company or that any specific form or amount of consideration constituted the only appropriate consideration for the merger.

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In connection with rendering its opinion, Willis Capital Markets & Advisory reviewed, among other things:

In addition, Willis Capital Markets & Advisory had discussions regarding certain aspects of the merger, as well as the business, past and current operations, financial projections, current financial condition and prospects of the Company, with certain members of the Company’s senior management and other representatives and advisors of the Company and performed such analyses and examinations and considered such other factors that Willis Capital Markets & Advisory deemed appropriate. In rendering its opinion, Willis Capital Markets & Advisory assumed and relied upon, without independent verification, the accuracy and completeness of all financial and other information publicly available or provided to or otherwise reviewed by or discussed with Willis Capital Markets & Advisory and further relied upon the assurances of the Company’s management that it was not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of the Company made available to it and utilized in its financial analyses, Willis Capital Markets & Advisory assumed, upon the advice of the Company, that such projections were reasonably prepared by the Company on bases reflecting the best currently available estimates and good faith judgments of the management of the Company regarding the future operating and financial performance of the Company. Willis Capital Markets & Advisory expressed no view as to the reasonableness of any such financial projections or the assumptions on which they were based.

In arriving at its opinion, Willis Capital Markets & Advisory also assumed, upon the Company’s advice, that the merger would be consummated in accordance with the terms of the merger agreement, without any waiver, modification or amendment of any terms, condition or agreement that would be material to its analysis, that the representations and warranties of each party contained in the merger agreement would be true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without waiver or modification. Willis Capital Markets & Advisory further assumed, upon the Company’s advice, that all governmental, regulatory or other consents, approvals or releases necessary in connection with the consummation of the merger would be obtained without any delay, limitation, restriction or condition that would be material to its analysis.

Willis Capital Markets & Advisory is not an actuary and its services did not include any actuarial determination or evaluation or any attempt to evaluate actuarial assumptions, allowances for losses or premium rates for property or casualty insurance and, accordingly, Willis Capital Markets & Advisory made no analysis of, and expressed no opinion as to, the adequacy of the Company’s reserves for losses and loss adjustment expenses, such premiums or other matters. Willis Capital Markets & Advisory did not conduct a

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physical inspection of the properties or assets of the Company and did not prepare, obtain or review any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets or liabilities), of the Company, Parent or Fosun or any of their respective subsidiaries, nor was Willis Capital Markets & Advisory furnished with any such appraisals, nor did Willis Capital Markets & Advisory evaluate the solvency or fair value of the Company or any of its subsidiaries under any state or federal laws relating to bankruptcy, insolvency or similar matters. Willis Capital Markets & Advisory’s opinion did not address any terms (other than the per share merger consideration to the extent expressly specified in its opinion) or other aspects or implications of the merger, including, without limitation, the form or structure of the merger or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the merger or otherwise. Willis Capital Markets & Advisory expressed no view as to, and its opinion did not address, the fairness, financial or otherwise, of the amount or nature or any other aspect of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons, relative to the per share merger consideration or otherwise. Willis Capital Markets & Advisory also expressed no view or opinion as to the prices at which shares of the Company’s common stock would trade at any time.

Willis Capital Markets & Advisory’s opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to Willis Capital Markets & Advisory as of, the date of its opinion. Subsequent developments may affect its opinion, and Willis Capital Markets & Advisory does not have any obligation to update, revise or reaffirm its opinion or advise any person of any change in any fact or matter affecting its opinion of which Willis Capital Markets & Advisory became aware after the date of its opinion. Willis Capital Markets & Advisory is not a legal, regulatory, accounting or tax expert and relied on, and assumed the accuracy and completeness of assessments, by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

In connection with rendering its opinion to the Board, Willis Capital Markets & Advisory performed a variety of financial and comparative analyses which are summarized below. The following summary is not a complete description of all analyses performed and factors considered by Willis Capital Markets & Advisory in connection with its opinion. The preparation of a financial opinion is a complex process involving subjective judgments and is not necessarily susceptible to partial analysis or summary description. With respect to the selected companies and selected transactions analyses summarized below, no company or transaction used as a comparison was identical to the Company or the merger. These analyses necessarily involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or acquisition values of the companies concerned.

Willis Capital Markets & Advisory believes that its analyses and the summary below must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Willis Capital Markets & Advisory’s analyses and opinion. The order of analyses described does not represent the relative importance or weight given to those analyses by the Company’s Board or Willis Capital Markets & Advisory. Willis Capital Markets & Advisory employed several analytical methodologies and no one method of analysis should be regarded as critical to its overall conclusions. Each analytical technique has inherent strengths and weaknesses, and the nature of available information may further affect the value of particular techniques. Willis Capital Markets & Advisory did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion, but rather arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole.

The estimates of the future performance of the Company in or underlying Willis Capital Markets & Advisory’s significantly more or less favorable than those estimates. In performing its analyses, Willis Capital Markets & Advisory considered industry performance, general business and economic conditions and other matters, many of which were beyond the control of the Company. Estimates of the financial value of companies do not purport to be appraisals or necessarily reflect the prices at which companies or securities actually may be sold or acquired.

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The following is a brief summary of the material financial analyses performed by Willis Capital Markets & Advisory and reviewed with the Board on December 30, 2014. The financial analyses summarized below include information presented in tabular format. In order to fully understand Willis Capital Markets & Advisory financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Willis Capital Markets & Advisory’s financial analyses and opinion.

Selected Public Companies Analysis.  Willis Capital Markets & Advisory reviewed selected financial and stock market information of the Company and the following 11 selected publicly traded insurance carriers:

Although none of the selected companies is directly comparable to the Company, the companies included were chosen because they are publicly traded companies in the insurance industry and have certain financial and operating characteristics that, for purposes of analysis, may be considered similar to certain financial and operating characteristics of the Company.

Willis Capital Markets & Advisory reviewed, among other things, equity market values, based on closing stock prices of the selected companies on December 29, 2014, as a multiple of book value per share and tangible book value per share as of September 30, 2014 and calendar year 2015 estimated earnings per share, referred to as EPS, based on publicly available research analysts’ consensus estimates. The results of this analysis are summarized below:

Implied Multiples for Selected Public Companies

Low

Median

High

Per Share Equity Value as a Multiple of:

Book Value Per Share

0.79x

0.96x

1.78x

Tangible Book Value Per Share

0.81x

1.07x

1.95x

2015 Consensus Estimated Earnings Per Share(a)

10.7x

13.9x

20.0x

Based on its judgment and taking into account the results of the analysis described above, Willis Capital Markets & Advisory then applied selected ranges of book value per share multiples of 0.70x to 0.80x, tangible book value per share multiples of 0.75x to 0.85x and estimated EPS multiples of 10.0x to 12.5x derived from the selected companies to the Company’s book value per share as of September 30, 2014, the Company’s tangible book value per share as of September 30, 2014, the 2015 EPS of the Company estimated by the Company’s management and the estimated 2015 EPS of the Company based on publicly available research analysts’ consensus estimates. Financial data of the selected companies were based on publicly available

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research analysts’ estimates, public filings and other publicly available information. Financial data of the Company were based on the Company’s public filings, publicly available research analysts’ estimates and internal estimates of the Company’s management. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the per share merger consideration:

Implied Per Share Equity Value Reference Ranges for the Company Based on

Book Value Per Share

Tangible Book Value Per Share

Management Estimated 2015 EPS

Consensus Estimated 2015 EPS

Per Share Merger Consideration

$6.25 – $7.15

$6.25 – $7.10

$6.45 – $8.05

$5.20 – $6.45

$8.65

Discounted Cash Flow Analysis.  Willis Capital Markets & Advisory performed a discounted cash flow analysis of the Company to calculate the estimated present value of the consolidated free cash flows that the Company was forecasted to generate during the Company’s fiscal years ending December 31, 2015 through December 31, 2019 using the internal estimates of the Company’s management and calculating for consolidated annual cash distributions of the Company and its subsidiaries. Willis Securities, Inc. calculated terminal values for the Company by applying terminal value multiples of 0.90x to 1.00x to the Company’s 2019 estimated consolidated total shareholders’ GAAP equity (after giving effect to estimated dividends) based on its judgment and experience. The present values of the consolidated free cash flows and terminal values were then calculated using discount rates ranging from 11% to 13% reflecting Willis Capital Markets & Advisory’s estimate of the Company’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the per share merger consideration:

		Implied Per Share Equity Value Reference Range for the Company — GAAP Equity				Per Share Merger Consideration
			$6.35 – $7.65				$8.65

Selected Precedent Transactions Analysis.  Willis Capital Markets & Advisory reviewed publicly available financial information for the following 11 selected transactions announced between January 1, 2010 and December 30, 2014 involving insurance companies:

Announcement Date		Acquiror		Target
06/23/14		Validus Holdings Ltd.		Western World Insurance Group
01/09/14		American Financial Group, Inc.		Summit Holdings Southeast, Inc.
09/24/13		ProAssurance Corporation		Eastern Insurance Holdings, Inc.
06/02/13		Fairfax Financial Holdings Limited		American Safety Insurance Holdings
08/27/12		Enstar Group Limited		SeaBright Holdings, Inc.
09/07/11		ACE Limited		Penn Millers Holding Corp.
04/20/11		CNA Financial Corporation		CNA Surety Corporation
11/30/10		United Fire & Casualty Company		Mercer Insurance Group, Inc.
10/28/10		Fairfax Financial Holdings Limited		First Mercury Financial Corporation
07/15/10		ProSight Specialty Insurance Holdings, Inc.		NYMAGIC, INC.
06/10/10		Old Republic International Corporation		PMA Capital Corporation

Willis Capital Markets & Advisory reviewed, among other things, purchase prices paid in the selected transactions as a multiple of book value per share and tangible book value per share as of the most recent completed quarter prior to announcement of the relevant transaction and estimated next twelve months EPS. The results of this analysis are summarized below:

Implied Multiples for Selected Precedent Transactions

Low

Median

High

Per Share Equity Value as a Multiple of:

Book Value Per Share

0.57x

1.00x

1.35x

Tangible Book Value Per Share

0.62x

1.09x

1.58x

Next Twelve Months Earnings Per Share(a)

10.7x

13.6x

19.5x

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Based on its judgment and taking into account the results of the analysis described above, Willis Capital Markets & Advisory then applied selected ranges of book value per share multiples of 0.90x to 1.00x, tangible book value per share multiples of 0.95x to 1.05x, and estimated 2015 EPS multiples of 12.0x to 14.0x derived from the selected transactions to the Company’s book value per share as of September 30, 2014, the Company’s tangible book value per share as of September 30, 2014, the 2015 EPS of the Company estimated by the Company’s management and the estimated 2015 EPS of the Company based on publicly available research analysts’ consensus estimates. Financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Financial data of the Company were based on the Company’s public filings, publicly available research analysts’ estimates and internal estimates of the Company’s management. This analysis indicated the following approximate implied per share equity value reference ranges for the Company, as compared to the per share merger consideration:

Implied Per Share Equity Value Reference Ranges for the Company Based on

Consensus Estimated 2015 EPS

Per Share Merger Consideration

Book Value Per Share

Tangible Book Value Per Share

Management Estimated 2015 EPS

$8.05 – $8.95

$7.95 – $8.75

$7.75 – $9.05

$6.20 – $7.25

$8.65

Other Factors.  Willis Capital Markets & Advisory also noted certain additional factors that were not considered part of Willis Capital Markets & Advisory’s financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following transaction multiples and premia based on the Company data set forth below:

		Per Share Merger Consideration of $8.65
Implied Multiples:
Price/9/30/14 Book Value Per Share			0.97x
Price/9/30/14 Tangible Book Value Per Share			1.04x
Price/2014 Management Estimated Earnings Per Share			21.8x
Price/2014 Consensus Estimated Earnings Per Share(a)			21.2x
Price/2015 Management Estimated Earnings Per Share			13.4x
Price/2015 Consensus Estimated Earnings Per Share(a)			16.7x
Implied Premium to:
Closing Price – 12/29/14			24.1	%
30-day Average Closing Price			35.4	%
90-day Average Closing Price			39.1	%
52-week High			18.8	%
52-week Low			68.1	%

Miscellaneous

Willis Capital Markets & Advisory is acting as financial advisor to the Board in connection with the merger, for which the Company has agreed to pay Willis Capital Markets & Advisory an aggregate fee currently estimated to be approximately $9.2 million, $200,000 of which was previously paid as a retainer, $500,000 of which was paid in connection with the delivery of its opinion and the remainder of which (less expenses) is contingent upon consummation of the merger. The Company also has agreed to reimburse Willis Capital Markets & Advisory’s expenses and to indemnify Willis Capital Markets & Advisory against certain liabilities arising out of Willis Capital Markets & Advisory’s engagement. In addition, Willis Capital Markets & Advisory has provided financial advisory and other general advisory services to the Company and its affiliates during the past two years, for which the Company and its affiliates received customary compensation, including having acted as transaction advisor to the Company in connection with the Company’s convertible senior notes offering in March 2013 and having acted as financial advisor to the Company in 2012 in connection with a potential acquisition that was not completed.

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Interests of Directors and Executive Officers in the Merger

Members of the Board and our executive officers have various interests in the merger described in this section that may be in addition to, or different from, the interests of Meadowbrook shareholders generally. You should keep this in mind when considering the recommendation of the Board for the adoption and approval of the merger agreement and the merger. The members of the Board were aware of these interests and considered them at the time they approved the merger agreement and in making their recommendation that Meadowbrook shareholders adopt and approve the merger agreement and the merger. These interests are described below.

Treatment of Outstanding Equity Awards

Pursuant to the terms and subject to the conditions set forth in the merger agreement, upon the completion of the merger, each issued and outstanding share of Meadowbrook common stock (other than shares held by Meadowbrook or its wholly owned subsidiaries, which shares will be canceled) will be exchanged for the right to receive the merger consideration less any applicable withholding taxes. See “The Merger Agreement — Merger Consideration” for further information regarding the consideration to be received in the merger.

In addition, as a result of the merger, all outstanding time-based and performance-based restricted stock awards (“restricted stock awards”) granted under the Meadowbrook Insurance Group, Inc. 2009 Equity Compensation Plan (the “LTIP”) prior to the date of the merger will vest in full upon completion of the merger with the performance goal with respect to the 2015 performance-based restricted stock awards having been deemed achieved. The performance goal with respect to the 2015 performance-based restricted stock awards is binary, meaning absent the consummation of the merger, if it was achieved the performance-based restricted stock awards would vest in full and if it was not achieved the performance-based restricted stock awards would be forfeited. There are no other outstanding performance-based restricted stock awards and there are no outstanding equity awards under any other equity plan maintained by Meadowbrook.

Summary Table

The following table sets forth the cash proceeds at $8.65 per share that each of our directors and executive officers would receive at the closing of the merger in respect of their Meadowbrook common stock, and as a result of the acceleration of the vesting of the unvested restricted stock awards held by such director and executive officer as of March 12, 2015. All share and unit numbers have been rounded to the nearest whole number.

Director and Executive Officer Summary Equity Table

Name		Shares Beneficially Owned (#)				Shares Beneficially Owned ($)(1)				Shares Restricted (#)(2)				Shares Restricted ($)(2)				Total ($)
Directors
Winifred A. Baker			5,394			$	46,658				—				—			$	46,658
Robert F. Fix			60,794			$	525,868				—				—			$	525,868
Douglas Gaudet			4,994			$	43,198				—				—			$	43,198
Jeffrey A. Maffett			282,984			$	2,447,812				—				—			$	2,447,812
Florine Mark			30,794			$	266,368				—				—			$	266,368
Robert H. Naftaly			70,794			$	612,368				—				—			$	612,368
Robert W. Sturgis			40,434			$	349,754				—				—			$	349,754
Bruce E. Thal			194,794			$	1,684,968				—				—			$	1,684,968
Executives
Kenn R. Allen			78,141			$	675,920				16,742			$	144,818			$	820,738
Stephen A. Belden			38,927			$	336,719				42,082			$	364,009			$	700,728
Michael G. Costello			84,412			$	730,164				56,934			$	492,479			$	1,222,643
Robert S. Cubbin			485,214			$	4,197,101				165,490			$	1,431,489			$	5,628,590
James M. Mahoney			75,384			$	652,072				46,054			$	398,367			$	1,050,439

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Name		Shares Beneficially Owned (#)				Shares Beneficially Owned ($)(1)				Shares Restricted (#)(2)				Shares Restricted ($)(2)				Total ($)
Archie S. McIntyre			88,892			$	768,916				45,392			$	392,641			$	1,161,557
Karen M. Spaun			109,720			$	949,078				52,679			$	455,673			$	1,404,751
Robert C. Spring			10,384			$	89,822				19,355			$	167,421			$	257,242
Christopher J. Timm			379,817			$	3,285,417				60,622			$	524,380			$	3,809,797
Roger Walleck			3,675			$	31,789				29,776			$	257,562			$	289,351

Change in Control Agreements

Pursuant to the award agreements entered into with each of the executive officers, all outstanding time-based and performance-based restricted stock awards granted under the LTIP prior to the date of the merger will vest in full upon completion of the merger with the performance goal with respect to the 2015 performance-based restricted stock awards having been deemed achieved. The performance goal with respect to the 2015 performance-based restricted stock awards is binary, meaning absent the consummation of the merger, if it was achieved the performance-based restricted stock awards would vest in full and if it was not achieved the performance-based restricted stock awards would be forfeited. There are no other outstanding performance-based restricted stock awards and there are no outstanding equity awards under any other equity plan maintained by Meadowbrook.

Meadowbrook is also party to employment agreements with each of its executive officers other than Mr. Allen specifying the compensation and benefits payable to such executive officers in the event of a change in control or termination of employment following a change in control.

Executive Employment Agreements with Messrs. Belden, Costello, Cubbin, Mahoney, McIntyre, Spring and Walleck and Ms. Spaun

Under the terms of the employment agreements entered into with each of Messrs. Cubbin, Costello, Belden, McIntyre, Mahoney, Spring, and Walleck and Ms. Spaun in connection with the commencement of his or her employment (the “executive employment agreements”), if during the remainder of the calendar year following a change in control, the executive officer’s employment is terminated by Meadowbrook without cause or by the executive officer for good reason (in each case as defined in the executive employment agreements as described below under EMPLOYMENT AGREEMENTS, including Meadowbrook’s or its successor’s election not to renew the “employment term” (as defined below) prior to end of the calendar year in which the change in control occurs) then the executive officer will become entitled to:

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For each of the executive officers, the initial employment term expired. However, pursuant to the executive employment agreements, the employment term automatically renews for one year terms commencing on January 1, unless notice is provided by either party on or before December 31 prior to the applicable renewal year. Meadowbrook’s or its successor’s election not to renew the executive employment agreement during the current “employment term” (i.e. the calendar year) would constitute good reason under each of the executive employment agreements. Accordingly, if such election was made prior to December 31 in the calendar year during which the change in control occurs, upon termination, the applicable executive officer would be entitled to the change in control termination payments described above. For qualifying terminations or non-renewals occurring in any subsequent employment terms (i.e. calendar years commencing after the completion of the calendar year in which the change in control occurs), the executive officer would be entitled to normal severance rather than the change in control termination payments described above.

In addition to the provisions contained in any other agreements between the executive officer and Meadowbrook, including any confidential information agreement executed by the executive officer, in exchange for the right to receive the change in control termination payments pursuant to the executive employment agreements described above, the executive officer is required to abide by a non-compete and non-solicit restrictive covenant for one year (or in the case of Messrs. Cubbin and Costello, two) following the executive officer’s termination of employment.

Further, upon a change in control, Mr. Cubbin’s employment agreement contemplates that the demand note between Mr. Cubbin and Meadowbrook (as described in “Certain Relationships and Related Party Transactions” beginning on page 116) will be cancelled and deemed paid in full, and Mr. Cubbin will be entitled to retain the shares of Company stock pledged for such demand note, or at his discretion, sell the shares back to Meadowbrook at the then current market price or their book value, whichever is greater. Assuming Mr. Cubbin retains the shares, the Company estimates the value of the cancellation of the demand note between Mr. Cubbin and Meadowbrook as of July 31, 2015 to be $668,731. For more information regarding the treatment of the demand note upon completion of the merger, please see “Certain Relationships and Related Party Transactions”.

Employment Agreement with Mr. Timm

Upon the merger of Meadowbrook and ProCentury, effective August 1, 2008, Meadowbrook assumed ProCentury’s obligations under its employment agreement with Mr. Timm (the “Timm agreement”). Under the terms of the Timm agreement, Mr. Timm will become entitled to the following termination payments if, within one year after a change in control of Meadowbrook, (a) his employment is terminated by Meadowbrook or its successor without cause or (b) he terminates his employment for “good reason” (as defined in the Timm agreement as described below under EMPLOYMENT AGREEMENTS):

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Except with respect to the health benefit continuation payments, the change in control termination payments are payable in a lump-sum within 30 days of the occurrence of Mr. Timm’s qualifying termination of employment. In the event that the change in control termination benefits payable to Mr. Timm are subject to the imposition of excise taxes under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), Meadowbrook will reimburse Mr. Timm for the amount of such tax, and will pay Mr. Timm such additional amount as may be necessary to place Mr. Timm in the same financial position, after consideration of any potential state, federal and other taxes, that he would have been in if he had not incurred excise tax liability. As of the date hereof, the Company does not believe that the consummation of the merger will trigger Mr. Timm’s entitlement to any gross-up payments under the Timm agreement.

In addition to the provisions contained in any other agreements between Mr. Timm and Meadowbrook, including any confidential information agreement executed by Mr. Timm, in exchange for the right to receive the change in control termination payments pursuant to the Timm agreement described above, Mr. Timm is required to abide by non-compete and non-solicit restrictive covenants for two years following his termination of employment. Lastly, at Meadowbrook’s discretion, Mr. Timm may be required to execute a general release of claims in order to become eligible to receive the change in control termination payments.

For illustrative purposes only, the following table sets forth the cash proceeds that each executive officer would be entitled to receive pursuant to the executive employment agreements and the Timm agreement assuming the merger was completed on July 31, 2015 and a qualifying termination of each executive officer, immediately following completion of the merger.

Change in Control Benefits Table

Executive		CIC Termination Payment ($)(1)
Robert S. Cubbin		$	3,945,000
Karen M. Spaun		$	904,583
Christopher J. Timm		$	1,349,120
Michael G. Costello		$	1,565,833
James M. Mahoney		$	837,250
Archie McIntyre		$	819,792
Robert C. Spring		$	525,667
Stephen A. Belden		$	747,500
Kenn R. Allen(2)			—
Roger Walleck		$	637,917

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New Employment Arrangements

As of the date of this proxy statement, none of our executive officers has entered into any agreement, arrangement or understanding with Fosun or any of its subsidiaries regarding employment with, or the right to purchase or participate in the equity of, Fosun or the surviving corporation. Although no such agreement, arrangement or understanding exists as of the date of this proxy statement, certain of our executive officers may, prior to the completion of the merger, enter into new arrangements with Fosun or its subsidiaries regarding employment following the consummation of the merger.

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the tables below present the estimated amounts of compensation that each named executive officer could receive that are based on or otherwise relate to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation which will or may become payable to Meadowbrook’s named executive officers. This merger-related compensation is subject to a non-binding advisory vote of Meadowbrook’s shareholders, as set forth in Proposal 2 in this proxy statement. See the section entitled “Proposal 2: Non-Binding Compensation Advisory Proposal,” beginning on page 22.

The amounts set forth below have been calculated assuming the merger is consummated on July 31, 2015 and, assuming each named executive officer experiences a qualifying termination of employment immediately following the merger. The amounts indicated below are estimates of amounts that would be payable to the named executive officers based on 2015 compensation levels, and the estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement. Some of the assumptions are based on information not currently available and, as a result the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. All dollar amounts set forth below have been rounded to the nearest whole number.

		Golden Parachute Compensation(1)
		Cash(2)				Equity(3)				Benefits(4)				Reimbursement(5)				Other(6)				Total
Robert S. Cubbin President and CEO		$	3,945,000			$	1,431,489			$	35,179			$	—			$	668,731			$	6,080,398
Karen M. Spaun Senior Vice President		$	904,583			$	455,673			$	13,080			$	—			$	—			$	1,373,337
Christopher J. Timm Executive Vice President		$	1,305,000			$	524,380			$	33,717			$	—			$	44,120			$	1,907,217
Michael G. Costello Senior Vice President, General Counsel and Secretary		$	1,565,833			$	492,479			$	35,646			$	—			$	—			$	2,093,959
James M. Mahoney Senior Vice President Field Operations		$	837,250			$	398,367			$	25,631			$	—			$	—			$	1,261,248

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Executives		Shares Restricted (#)				Shares Restricted ($)
Robert S. Cubbin			165,490			$	1,431,489
Karen M. Spaun			52,679			$	455,673
Christopher J. Timm			60,622			$	524,380
Michael G. Costello			56,934			$	492,479
James M. Mahoney			46,054			$	398,367

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Director and Officer Indemnification and Insurance

Pursuant to the merger agreement, after the effective time of the merger, Parent is obligated to cause the surviving corporation to honor obligations of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time and rights to advancement of expenses relating thereto now existing as provided in the articles of incorporation or bylaws or comparable governing documents of Meadowbrook or of any subsidiary of Meadowbrook or any indemnification agreement.

Meadowbrook is permitted to, prior to the effective time of the merger, and if Meadowbrook fails to do so, Parent is obligated to cause the surviving corporation to, obtain and fully pay the premium for an extension of the directors’ and officers’ liability coverage of Meadowbrook’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six years from and after the effective time of the merger that are substantially equivalent and not less favorable in the aggregate as Meadowbrook’s existing policies with respect to any claim against a director or officer of Meadowbrook or any of its subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the effective time of the merger (but in no event will Meadowbrook or the surviving corporation expend for such policies an annual premium amount in excess of 300% of the last annual premiums currently paid by Meadowbrook for such insurance).

Certain Effects of the Merger

If the proposal to adopt and approve the merger agreement and the merger receives the affirmative vote of shareholders holding a majority of the outstanding shares of Meadowbrook common stock entitled to vote on such matter and the other conditions to the closing of the merger are either satisfied or (to the extent permitted by applicable law) waived, Sub will merge with and into Meadowbrook upon the terms set forth in the merger agreement. As the surviving corporation in the merger, Meadowbrook will continue to exist following the merger as a wholly-owned subsidiary of Parent.

Following the merger, all of Meadowbrook’s equity interests will be beneficially owned by an indirect subsidiary of Parent, and none of Meadowbrook’s current shareholders will, by virtue of the merger, have any ownership interest in, or be a shareholder of, Meadowbrook, the surviving corporation or Parent after the completion of the merger. As a result, Meadowbrook’s current shareholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Meadowbrook common stock. Following the merger, Parent will benefit from any increase in Meadowbrook’s value and also will bear the risk of any decrease in Meadowbrook’s value.

Upon completion of the merger, each share of Meadowbrook common stock issued and outstanding immediately prior to the effective time of the merger (other than excluded shares) will be converted into the right to receive $8.65 per share in cash, without interest, subject to applicable withholding taxes. See the section of entitled “The Agreement and Plan of Merger — Merger Consideration,” beginning on page 60.

For information regarding the effects of the merger on Meadowbrook’s outstanding equity awards, please see the section entitled “— Interests of Directors and Executive Officers in the Merger,” beginning on page 47.

Meadowbrook common stock is currently registered under the Exchange Act and trades on the NYSE under the symbol “MIG.” Following the completion of the merger, shares of Meadowbrook common stock will no longer be traded on the NYSE or any other public market. In addition, the registration of shares of Meadowbrook common stock under the Exchange Act will be terminated, and Meadowbrook will no longer be required to file periodic and other reports with the SEC with respect to Meadowbrook common stock. Termination of registration of Meadowbrook common stock under the Exchange Act will reduce the information required to be furnished by Meadowbrook to Meadowbrook’s shareholders and the SEC, and would make certain provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with shareholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to Meadowbrook.

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Consequences If the Merger Is Not Completed

If the proposal to adopt and approve the merger agreement and the merger is not approved by the holders of shares representing a majority of the outstanding shares of Meadowbrook common stock entitled to vote thereon or if the merger is not completed for any other reason, you will not receive any consideration from Parent or Sub for your shares of Meadowbrook common stock. Instead, Meadowbrook will remain a public company, and Meadowbrook common stock will continue to be listed and traded on the NYSE. We expect that our management will operate our business in a manner similar to that in which it is being operated today and that holders of shares of Meadowbrook common stock will continue to be subject to the same risks and opportunities as they currently are subject to with respect to their ownership of Meadowbrook common stock. If the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of Meadowbrook common stock, including the risk that the market price of Meadowbrook common stock may decline to the extent that the current market price of Meadowbrook common stock reflects a market assumption that the merger will be completed. If the proposal to adopt and approve the merger agreement and the merger is not approved by the holders of shares representing a majority of the outstanding shares of Meadowbrook common stock entitled to vote thereon or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, if the merger agreement is terminated under specified circumstances, Meadowbrook is required to pay Parent a termination fee. See the section entitled “The Agreement and Plan of Merger — Termination Fees,” beginning on page 69.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general summary of certain material U.S. federal income tax consequences of the merger to beneficial owners of Meadowbrook common stock who receive cash for their shares of Meadowbrook common stock in the merger. This summary is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to a beneficial owner of shares in light of the beneficial owner’s particular circumstances. In addition, this summary does not describe any tax consequences arising under the laws of any state, local or foreign jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation. This summary deals only with shares of Meadowbrook common stock held as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address the U.S. federal income tax consequences to holders of shares who demand appraisal rights under Michigan law. This summary also does not address tax considerations applicable to any holder of shares that may be subject to special treatment under the U.S. federal income tax laws, including:

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This summary is based on the Code, the Treasury regulations promulgated under the Code and rulings and judicial decisions, all as in effect as of the date of this proxy statement, and all of which are subject to change or differing interpretations at any time, with possible retroactive effect. We have not sought, and do not intend to seek, any ruling from the U.S. Internal Revenue Service (which we refer to as the “IRS”) with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS INTENDED ONLY AS A GENERAL SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO A BENEFICIAL OWNER OF SHARES OF MEADOWBROOK COMMON STOCK. WE URGE BENEFICIAL OWNERS OF SHARES TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR FOREIGN TAX LAWS, INCLUDING POSSIBLE CHANGES IN SUCH LAWS.

For purposes of this discussion, we use the term “U.S. holder” to mean a beneficial owner of shares of Meadowbrook common stock that is, for U.S. federal income tax purposes:

A “non-U.S. holder” means a beneficial owner of Meadowbrook common stock (other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) beneficially owns shares of Meadowbrook common stock, the tax treatment of the partnership and its partners generally will depend on the status of the partners and the activities of the partnership. A partner in a partnership holding shares of Meadowbrook common stock should consult such partner’s tax advisor.

U.S. Holders

General.  A U.S. holder’s receipt of cash for shares of Meadowbrook common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and a U.S. holder who receives cash in exchange for shares of Meadowbrook common stock in the merger will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares converted into the right to receive cash in the merger. Gain or loss will be determined separately for each block of shares of Meadowbrook common stock (that is, shares acquired at the same cost in a single transaction). Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period for the shares is more than one year at the effective time of the merger. Long-term capital gain recognized by a non-corporate U.S. holder generally is subject to tax at a reduced rate. There are limitations on the deductibility of capital losses. In addition, a 3.8% tax is imposed on all or a

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portion of the “net investment income” (within the meaning of the Code) of certain individuals and on the undistributed net investment income of certain estates and trusts. For individuals, the additional 3.8% tax generally is imposed on all or a portion of the net investment income of individuals with a modified adjusted gross income of over $200,000 ($250,000 in the case of joint filers). For these purposes, “net investment income” generally will include any gain recognized on the receipt of cash for shares in the merger.

Tax on Net Investment Income.  A 3.8% tax is imposed on the “net investment income” of certain individuals, trusts and estates if their income exceeds certain thresholds. In the case of an individual, the net investment income tax will be imposed on the lesser of (i) an individual’s “net investment income” or (ii) the amount by which an individual’s modified adjusted gross income exceeds $250,000 (if the individual is married and filing jointly or a surviving spouse), $125,000 (if the individual is married and filing separately) or $200,000 (in any other case). In the case of an estate or trust, the tax will be imposed on the lesser of (i) undistributed “net investment income” or (ii) the excess of adjusted gross income over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins. For these purposes, “net investment income” generally will include any gain recognized on the receipt of cash for shares in the merger.

Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

Non-U.S. Holders

General.  A non-U.S. holder’s receipt of cash for shares of Meadowbrook common stock pursuant to the merger generally will not be subject to U.S. federal income tax unless:

Gain described in the first bullet point above generally will be subject to tax at a flat rate of 30% (or such lower rate as may be specified under an applicable income tax treaty), net of applicable U.S.-source losses from sales or exchanges of other capital assets recognized by such non-U.S. holder during the taxable year. Unless a tax treaty provides otherwise, gain described in the second bullet point above will be subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a U.S. holder. A non-U.S. holder that is a foreign corporation also may be subject to a 30% branch profits tax (or applicable lower treaty rate). Non-U.S. holders are urged to consult their tax advisors as to any applicable tax treaties that might provide for different rules.

With respect to the third bullet point above, the determination whether Meadowbrook is a USRPHC depends on the fair market value of its United States real property interests relative to the fair market value of its other trade or business assets and its United States and foreign real property interests. Meadowbrook believes that it has not been a USRPHC for U.S. federal income tax purposes during the time described above.

Information Reporting and Backup Withholding.  Information reporting and backup withholding generally will apply to payments made pursuant to the merger to a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption. Dispositions effected through a

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non-U.S. office of a U.S. broker or a non-U.S. broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. A non-U.S. holder must generally submit an IRS Form W-8BEN or W-8BEN-E (or other applicable IRS Form W-8) attesting to its exempt foreign status to qualify as an exempt recipient. Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is given to the IRS in a timely manner. If backup withholding results in an overpayment of tax, a non-U.S. holder may obtain a refund by filing a U.S. federal income tax return in a timely manner. Non-U.S. holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR BENEFICIAL OWNERS OF SHARES OF MEADOWBROOK COMMON STOCK. BENEFICIAL OWNERS OF SHARES ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, FOREIGN, LOCAL OR OTHER TAX LAWS.

Regulatory Approvals Required for the Merger

In addition, the Company and Parent have agreed to use their respective reasonable best efforts to promptly obtain the regulatory approvals required to consummate the merger.

Federal Antitrust Laws

Completion of the merger is conditioned on the expiration of the waiting period (and any extension thereof) or the granting of early termination applicable to the completion of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The Company and Parent have made all the filings and submissions with respect to the merger as required under the HSR Act, and early termination of the waiting period was granted effective February 24, 2015.

State Insurance Laws

Under the insurance laws of each state or jurisdiction in which the Insurance Company Subsidiaries are domiciled or commercially domiciled, prior to acquiring control of any such Insurance Company Subsidiary, Parent is required to obtain the approval of the insurance regulators in each such state or jurisdiction. Fosun, on behalf of Parent, filed applications seeking approval of the merger with the insurance regulators of (i) the states of California, Michigan, Missouri and Ohio on January 29, 2015 and (ii) Washington, D.C. on March 2, 2015.

Although the Company and Parent do not expect the insurance regulators of the states of California, Michigan, Missouri and Ohio and of Washington, D.C. to withhold their approval of the merger, the Company and Parent cannot be certain that such approvals will be granted and, if granted, of the date of such approvals or what conditions, if any, may be imposed in connection therewith. A condition of Parent’s obligation to close the merger is that all specified regulatory approvals required pursuant to the merger agreement are obtained without the imposition of any “burdensome condition,” which means any restriction, condition, limitation or requirement imposed by a governmental entity that would:

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There can be no assurance that all of the required regulatory approvals described above will be obtained and, if obtained, there can be no assurance as to the timing of such approvals, what conditions, if any, will be imposed in connection therewith, or the absence of litigation challenging such approvals.

Litigation Related to the Merger

On January 7, 2015, a purported shareholder of Meadowbrook filed a putative class action complaint in the United States District Court for the Eastern District of Michigan, captioned Steinberg v. Meadowbrook Insurance Group, Inc., et al. (Case No. 5:15-cv-10057-JCO-MJH), on behalf of a purported class of shareholders. The lawsuit named Meadowbrook, each of our current directors, former director Herbert Tyner, Fosun, Parent, and Sub as defendants. The lawsuit alleged that the individual defendants breached their fiduciary duties by, among other things, failing to take appropriate steps to maximize the value of Meadowbrook to its public shareholders, failing to value Meadowbrook properly, and ignoring or not protecting against directors’ alleged conflicts of interest in connection with the merger. The lawsuit also alleged that Meadowbrook, Fosun, Parent, and Sub aided and abetted those alleged breaches of fiduciary duties by the individual defendants. The lawsuit sought, among other relief, injunctive relief enjoining the merger and directing the defendants to exercise their fiduciary duties to obtain a transaction that is in the best interests of the shareholders and that will obtain the best possible consideration. The lawsuit also purported to seek recovery of the costs of the action, including reasonable attorneys’ and experts’ fees.

On February 6, 2015, an additional lawsuit, captioned Klein v. Cubbin, et al. (Case No. 5:15-cv-10497-JCO-RSW), was filed in the United States District Court for the Eastern District of Michigan. The lawsuit asserted claims and allegations similar to those asserted in the Steinberg lawsuit, on behalf of the same putative class. It named as defendants Meadowbrook, Fosun, Parent, Sub, former director Herbert Tyner, and each of our current directors with the exception of Winifred A. Baker. It sought, among other relief, injunctive relief enjoining the merger and recovery of the costs of the action, including reasonable attorneys’ and experts’ fees.

On March 5, 2015, the two lawsuits were consolidated under the caption In re Meadowbrook Insurance Group, Inc. Shareholder Litigation (Lead Case No. 5:15-cv-10057-JCO-MJH). The consolidated lawsuit is in a preliminary stage.

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THE AGREEMENT AND PLAN OF MERGER

Explanatory Note Regarding the Merger Agreement

The summary of the material provisions of the merger agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference in this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. We encourage you to read the merger agreement carefully in its entirety.

The merger agreement is described in this proxy statement and included as Annex A only to provide you with information regarding its terms and conditions and not to provide any other factual information regarding the Company or Parent or their respective businesses. Such information can be found elsewhere in this proxy statement and in the public filings that the Company makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. See the section entitled “Where You Can Find More Information,” beginning on page 121.

The representations, warranties and covenants made in the merger agreement by the Company, Parent and Sub are qualified and subject to important limitations agreed to by the Company, Parent and Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement.

Date of the Merger Agreement

The merger agreement was executed by the Company, Parent and Sub on December 30, 2014 (which we refer to as the “date of the merger agreement”).

The Merger

The merger agreement provides that, upon the terms and subject to the conditions of the merger agreement, and in accordance with Michigan law, at the effective time of the merger, Sub will merge with and into the Company, whereupon the separate corporate existence of Sub will cease and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent. As a result of the merger, the Company, as the surviving corporation, will succeed to and assume all of the rights and obligations of Sub and the Company.

Closing; Effective Time of the Merger

The closing of the merger will take place on the third business day following the day on which the last to be satisfied or waived of the conditions to the closing of the merger set forth in the merger agreement and described in this proxy statement, unless another date is agreed to in writing by the parties. On the closing date, the Company will file the certificate of merger with the Secretary of State of the State of Michigan in accordance with Michigan law (at which time we expect the merger to become effective).

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Organizational Documents; Directors and Officers

At the effective time of the merger, the articles of incorporation of the surviving corporation shall be as set forth in Exhibit A to the merger agreement. At the effective time of the merger, the bylaws of Sub will become the bylaws of the surviving corporation, except that references to the name of Sub will be replaced by references to the name of the surviving corporation, until thereafter amended in accordance with Michigan law and the articles of incorporation and bylaws of the surviving corporation.

The merger agreement provides that the directors of Sub immediately prior to the effective time of the merger will be the directors of the surviving corporation. At the effective time of the merger, the officers of the Company will serve as the officers of the surviving corporation.

Merger Consideration

Pursuant to the merger agreement, at the effective time of the merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time (including restricted shares of common stock, but excluding (i) shares that are held by shareholders of the Company who have properly exercised and perfected their appraisal rights under Michigan law and (ii) shares that are held by the Company, Parent or their respective subsidiaries) will be converted into the right to receive $8.65 in cash per share, without interest.

Exchange Procedures

At or prior to the effective time of the merger, Parent will designate a U.S.-based nationally recognized bank or trust company reasonably acceptable to the Company to act as paying agent, and will deposit, or cause to be deposited, with the paying agent a cash amount equal to the aggregate merger consideration to be paid to the Company’s shareholders in connection with the merger.

As promptly as practicable after the effective time of the merger, and in any event not later than the second business day thereafter, Parent will cause the paying agent to mail to each record holder of a share certificate or book-entry shares representing the Company’s common stock whose shares were converted into a right to receive the merger consideration a letter of transmittal and instructions for surrendering their certificates or book-entry shares of the Company’s common stock in exchange for payment of the merger consideration. Upon surrender of such certificates (or an affidavit of loss in lieu thereof) for cancellation to the paying agent, if applicable, and upon delivery of a duly executed letter of transmittal in proper form, the holder of such certificate or book-entry share will be entitled to receive the portion of the aggregate merger consideration payable to such holder pursuant to the merger. Any surrendered certificates representing shares of the Company’s common stock will be canceled.

No interest will be paid or will accrue on the cash payable upon surrender of any certificate representing any shares of the Company’s common stock or any book-entry share. The cash paid upon surrender of any such certificate or book-entry share will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of the Company’s common stock formerly represented by such certificate or uncertificated share.

You should not return your stock certificates with the enclosed proxy card, and you should not send in your stock certificates to the paying agent until you receive a letter of transmittal from the paying agent with instructions for the surrender of your stock certificates.

Lost, Stolen and Destroyed Certificates

If any share certificate is lost, stolen or destroyed, the holder of such certificate must deliver an affidavit (in form and substance reasonably acceptable to the paying agent or the surviving corporation, as applicable) of that fact, prior to receiving any merger consideration and, if required by the paying agent, may also be required to provide a bond in a customary amount prior to receiving any merger consideration.

Representations and Warranties

The Company, on the one hand, and Parent and Sub, on the other hand, have each made representations and warranties to each other in the merger agreement. The representations and warranties of each of the parties to the merger agreement will expire at the effective time of the merger.

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Representations and Warranties of the Company

The Company has made customary representations and warranties to Parent and Sub in the merger agreement regarding aspects of its business and various other matters. The topics covered by the Company’s representations and warranties include the following:

Many of the Company’s representations and warranties are qualified by the concept of a “material adverse effect.” Under the terms of the merger agreement, a material adverse effect on the Company means any change, effect, event, development, occurrence or circumstance that, individually or in the aggregate, has

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had or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole. However, no change, effect, event, development, occurrence or circumstance relating to any of the following items will be taken into account in determining whether there has been a material adverse effect on the Company and its subsidiaries, taken as a whole:

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Representations and Warranties of Parent and Sub

Parent and Sub made customary representations and warranties to the Company in the merger agreement, including representations and warranties relating to the following:

Covenants Regarding Conduct of Business by the Company Prior to the Merger

Under the merger agreement, until the effective time of the merger, except as expressly contemplated or permitted by the merger agreement, as required by applicable law, or as agreed to in writing by Parent (not to be unreasonably withheld, conditioned or delayed), the Company has agreed to, and to cause its subsidiaries to:

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In addition, until the effective time of the merger, except as specifically contemplated or permitted by the merger agreement, as required by applicable law, or as consented to by Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company has agreed that it will not, and will not permit its subsidiaries to:

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Restriction on Solicitation of Competing Proposals

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Notwithstanding the foregoing, prior to receipt of the requisite shareholder approval, the Board, directly or indirectly through any representative, may (i) engage in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide unsolicited competing proposal in writing on or after the date of this the merger agreement, that did not result from or arise out of a breach of non-solicitation obligations set forth above and that the Board believes in good faith, after consultation with its outside legal counsel and financial advisor, constitutes or would reasonably be expected to lead to a superior proposal, and (ii) thereafter furnish to such third party non-public information relating to the Company or any of its subsidiaries pursuant to an executed confidentiality agreement containing terms no less favorable to the Company than those contained in the confidentiality agreement between the Company and Fosun, and containing additional provisions that expressly permit the Company to comply with the terms of the merger agreement, but in each case only if the Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties to the shareholders of the Company under applicable law.

In addition, the Company shall notify Parent promptly (but in no event later than forty-eight (48) hours) after it obtains knowledge of the receipt by the Company (or any of the Company’s representatives) of any competing proposal, or any inquiry, offer or proposal that would reasonably be expected to lead to a competing proposal, in each case in connection with any competing proposal or inquiry, offer or proposal that would reasonably be expected to lead to a competing proposal. In such notice, the Company shall identify the third party making such proposal, and the material terms and conditions of, any such competing proposal, inquiry, indication, offer or proposal. Commencing upon the provision of any notice referred to above, the Company shall (i) on a reasonable and prompt basis at a mutually agreeable time, advise Parent (or its counsel) of the status and material terms (including material amendments or proposed amendments as to price and other material terms) of any such competing proposal, request or inquiry and (ii) promptly upon receipt or delivery thereof, provide Parent (or its outside counsel) with copies of all letters of intent, term sheets and all drafts of material agreements relating to any such competing proposal (including the financing thereof), request or inquiry exchanged between the Company, the its subsidiaries or the Company’s representatives, on the one hand, and the person making a competing proposal or any of its affiliates, or their respective officers, directors, employees, or representatives, on the other hand. The Company shall promptly provide Parent with any non-public information concerning the business, present or future performance, financial condition or results of operations of the Company (or any of its subsidiaries), provided to any third party that was not previously provided to Parent.

For purposes hereof, “competing proposal” means, other than the transactions contemplated by the merger agreement, any proposal, offer, inquiry or indication of interest (other than a proposal or offer by Parent or any of its affiliates) from any person relating to any transaction or series of related transactions involving (i) any acquisition or purchase by any person from the Company, directly or indirectly, of 15% or more of the voting equity securities of the Company, or any tender offer (including a self-tender) or exchange offer that, if consummated, would result in any person beneficially owning 15% or more of the outstanding voting equity securities of the Company, (ii) any merger, amalgamation, consolidation, share exchange, business combination, joint venture or other similar transaction involving the Company or any of its subsidiaries, the business of which constitutes 15% or more of the consolidated net revenues, net income or assets of the Company and its subsidiaries (taken as a whole) as of September 30, 2014, or (iii) any sale, lease, exchange, transfer, license (other than licenses in the ordinary course of business), acquisition or disposition of 15% or more of the consolidated assets of the Company and its subsidiaries (taken as a whole) as of September 30, 2014.

For purposes hereof, “superior proposal” means any competing proposal (with all percentages in the definition of competing proposal increased to fifty percent (50%)) which did not result from or arise out of a breach of the non-solicitation obligations described above, made by a third party and which competing proposal is on terms that the Board determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, and after taking into account (i) all of the terms and conditions of such competing proposal (including any termination or break-up fees, expense reimbursement provisions (including any applicable fee) and conditions to, and timing and likelihood of consummation) and (ii) all financial, legal, regulatory, and other aspects of such competing proposal (including the financing terms and the ability of such

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third party to finance such competing proposal), is more favorable to the Company’s shareholders than the transactions contemplated by the merger agreement (including any changes to the terms of the merger agreement proposed by Parent in response to such superior proposal pursuant to and in accordance with the merger agreement).

Obligation of the Board of Directors with Respect to Its Recommendation

Neither the Board nor any committee thereof shall (i) fail to make, withdraw, amend or modify, or publicly propose to withhold, withdraw, amend or modify, in a manner adverse to Parent or Sub, the company recommendation, (ii) approve, endorse, adopt, enter into, or recommend, or publicly propose to approve, endorse, adopt, enter into, or recommend, any competing Proposal or superior Proposal, (iii) fail to recommend against acceptance of any tender offer or exchange offer for the Company’s common stock and reaffirm the company recommendation within ten business days after the commencement of such offer (including, for these purposes, by taking no position with respect to the acceptance by the shareholders of the Company of a tender offer or exchange offer, which shall constitute a failure to reject such competing proposal) (provided that, for the avoidance of doubt, a statement that the Board recommends against such offer but, in a manner that complies with the terms of the merger agreement, is engaging in discussions with the Person making such offer, shall not constitute a Change of Company Recommendation) or (iv) resolve or agree to take any of the foregoing actions (any of the foregoing, a “change of company recommendation”).

Nevertheless, at any time prior to the receipt of the requisite shareholder approval, the Board, following receipt of and on account of a superior proposal, may (x) make a change of company recommendation, and/or (y) terminate the merger agreement to enter into a definitive agreement with respect to such superior proposal, but only if, in either case, the Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law; provided that the Board shall not make a change of company recommendation or terminate the merger agreement, unless (A) the Company promptly notifies Parent, in writing before making a change of company recommendation or terminating the merger agreement, of its intention to take such action with respect to a superior proposal (it being understood and agreed that the making of such notice or the public disclosure by the Company of the fact that such notice has been made shall not, by itself, constitute a change of company recommendation), (B) the Company attaches to such notice the most current version of the proposed agreement or a detailed summary of all material terms of any such superior proposal, and shall include in such notice the identity of the person making such superior proposal, (C) if requested by Parent, the Company thereupon negotiates with Parent in good faith (and causes its financial and legal advisors to participate in such negotiations), for at least five business days following receipt by Parent of such notice, with respect to adjustments in the terms and conditions of the merger agreement, if Parent, in its discretion, proposes to make such adjustments (it being understood and agreed that in the event that, after commencement of such negotiation period, there is any material revision to the terms of a relevant superior proposal, including, any revision in price, the Company shall be obligated to so negotiate with Parent for additional two business day periods from the time Parent is notified of each such material revision); and (D) taking into account any changes to the terms and conditions of the merger agreement and any other agreements relating to the merger and the other transactions contemplated by the merger agreement that are proposed by Parent to the Company, the Board has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that such competing proposal would continue to constitute a superior proposal if such changes offered in writing by Parent were to be given effect.

In addition, the Board may, in response to a material fact, event, change, development or set of circumstances (other than a competing proposal occurring or arising after the date of the merger agreement or any fact, event, change, development or set of circumstances that resulted from or arose out of the announcement, pendency or consummation of the merger) that was not known to the Board nor reasonably foreseeable by the Board as of or prior to the date of the merger agreement (and not relating in any way to any competing proposal) make a change of company recommendation if the Board determines in good faith, after consultation with outside legal counsel, that, in light of such event, the failure of the Board to effect such a change of company recommendation would be inconsistent with its fiduciary duties under applicable law; In such case, the Board shall not be entitled to exercise its right to make a change of company recommendation unless the Board has (A) provided to Parent prior written notice advising Parent that the Board intends to take

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such action and specifying the facts underlying the Board’s determination that an such an event has occurred, and the reasons for the change of company recommendation, in reasonable detail, and (B) if requested by Parent, for a period of five business days, engaged in good faith negotiations with Parent to amend the merger agreement in such a manner that obviates the need for a change of company recommendation as a result of such event.

Termination of the Merger Agreement

The merger agreement may be terminated prior to the effective time of the merger by the mutual written consent of Parent and the Company. The merger agreement may also be terminated prior to the effective time of the merger by either Parent or the Company if:

Meadowbrook may also terminate the merger agreement if:

Parent may also terminate the merger agreement if:

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Termination Fees

Upon termination of the merger agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $15,165,000, which circumstances include:

Filings; Cooperation; Notifications

The Company and Parent have agreed to, and Parent has agreed to cause each of its affiliates to, use their reasonable best efforts (i) to promptly obtain all regulatory approvals necessary or advisable in connection with the consummation of the merger and the other transactions contemplated by the merger agreement, and (ii) as promptly as practicable, to make all regulatory registrations and filings necessary or advisable in connection therewith, including the filings required under the HSR Act or other applicable antitrust laws and any applicable insurance laws or regulations, which insurance regulatory filings include applications for approval of the merger filed with the states of California, Michigan, Missouri and Ohio and with Washington, D.C. The Company and Fosun, on behalf of Parent, have made all such regulatory registrations and filings.

Parent has further agreed to promptly take, and to cause each of its Affiliates to take, all actions necessary and advisable in order to (i) resolve any objection or assertion by any governmental entity challenging the merger, the merger agreement or the other transactions contemplated thereby, and (ii) obtain all required regulatory approvals under any applicable antitrust laws or insurance laws of any foreign or U.S. federal, state or local government entity as promptly as practicable; provided, however, that none of Parent or any of its affiliates are obligated to take, or refrain from taking, or to agree to taking or refraining from taking, any action that would, or would reasonably be expected to, result in a burdensome condition (as defined in “The Merger — Regulatory Approvals Required for the Merger”).

The Company and Parent have agreed to promptly (i) inform each other of any communication concerning the merger received from or given to the DOJ, the FTC or any other antitrust authority or any insurance regulator and (ii) furnish each other with copies of all correspondence, filings and written communication between them or their subsidiaries or affiliates, on the one hand, and any governmental entity, on the other hand, with respect to the merger and the other transactions contemplated by the merger agreement. In addition, to the extent practicable, the Company and Parent have agreed to provide each other and their respective counsel with advance notice of and the opportunity to participate in (x) any discussion

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with any governmental entity in respect of any filing, investigation or other inquiry in connection with the merger and the transactions contemplated by the merger agreement and (y) any preparation for such discussion.

Finally, Parent and Sub have agreed, between the date of the merger agreement and the Closing Date, not to, and to ensure that none of their subsidiaries or affiliates, take any action or propose, announce an intention or agree, in writing or otherwise, to take any action that would reasonably be expected to materially delay or prevent the consummation of the merger and the other transactions contemplated by the merger agreement.

Financing

The consummation of the merger is not conditioned upon Parent’s receipt of financing. Pursuant to an Equity Commitment Agreement, Fosun has committed to contribute, in immediately available funds, an amount sufficient to pay the aggregate merger consideration and Parent’s related obligations in accordance with the merger agreement, subject to the satisfaction of the Company’s closing obligations having been satisfied or waived in writing. Pursuant to a Guarantee, Fosun has agreed to irrevocably and unconditionally guarantee, as a primary obligor, the full and timely payment and performance of Parent and Sub’s respective covenants, obligations, undertakings and liabilities for damages and otherwise under the merger agreement.

Other Covenants and Agreements

The merger agreement contains certain covenants of the Company, Parent and Sub. These covenants include an obligation of the Company to, subject to certain exceptions, conduct its operations in the ordinary course of business consistent with past practice from the date of the merger agreement through the effective time (see “— Covenants Regarding Conduct of Business by the Company Prior to the Merger”). The Company and Parent are required to use their respective reasonable best efforts to obtain all required regulatory approvals, which will include approval by federal antitrust and state insurance regulatory bodies. In addition, subject to certain exceptions set forth in the merger agreement, the Company and Parent have made covenants to and agreements with each other regarding various other matters including:

Conditions to the Merger

Conditions to Each Party’s Obligations

Each party’s obligations to complete the merger are subject to the satisfaction or waiver (where permitted) of certain specified conditions, including (i) the approval of the merger by the holders of a majority of the outstanding shares of the Company entitled to vote thereon and (ii) the receipt of certain required antitrust and other regulatory approvals (including insurance regulatory approvals in the states of California, Michigan, Missouri and Ohio).

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The obligations of Parent and Sub to effect the merger are also subject to the satisfaction or waiver by Parent of the following additional conditions:

Our obligations to effect the merger are also subject to the satisfaction or waiver by us of the following additional conditions:

Miscellaneous

Specific Performance

The parties are entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement, and such remedy is in addition to any other remedy to which the parties are entitled at law or in equity. Any party seeking to enforce specifically the terms and provisions of the merger agreement will not be required to provide any bond or other security as a condition to institute any proceeding for specific performance.

Waiver

Prior to the effective time of the merger, the parties may extend the time for the performance of any of the obligations or acts of the other party or waive any breach of any representations and warranties by the other party or waive compliance by the other party with any of the covenants or conditions contained in the merger agreement, other than, after receipt of approval of the merger by the Company’s shareholders, any extension or waiver that decreases the merger consideration or adversely impacts the rights of the Company’s shareholders under the merger agreement without obtaining prior approval of the Company’s shareholders to such extension or waiver. To be valid, any such extension or waiver must be set forth in a written agreement executed and delivered by the parties.

Governing Law

The merger agreement is governed by the laws of the State of Delaware, without giving effect to principles of choices or conflicts of law thereof, except to the extent the laws of Michigan are mandatorily applicable to the merger.

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DISSENTERS’ RIGHTS

In accordance with the merger agreement and the MBCA, Meadowbrook shareholders have dissenters’ rights. Meadowbrook shareholders may elect to dissent from the merger and obtain payment for their shares of common stock in the manner, with the rights and subject to the requirements applicable to dissenting shareholders as provided in the MBCA. The following discussion is not a complete statement of the law pertaining to dissenters’ rights under the MBCA and is qualified in its entirety by the full text of Sections 761 through 774 of the MBCA, which is attached to this proxy statement as Annex C (the “ Dissenters’ Rights Statute”). The following summary does not constitute legal or other advice, nor does it constitute a recommendation that Meadowbrook shareholders exercise their dissenters’ rights under the Dissenters’ Rights Statute.

Any Meadowbrook shareholder who wishes to exercise statutory dissenters’ rights or who wishes to preserve the right to do so should refer to the Dissenters’ Rights Statute and consult counsel prior to taking any action. Failure to strictly comply with the procedures set forth in the Dissenters’ Rights Statute will result in the loss of dissenters’ rights. Meadowbrook shareholders should be aware that pursuing dissenters’ rights may result in the shareholder receiving more or less than the price paid or offered to Meadowbrook shareholders, and may cause the dissenting shareholder to incur substantial legal and other expenses.

Initial Requirements for Exercise of Dissenters’ Rights

Meadowbrook shareholders who wish to exercise dissenters’ rights:

(1) must deliver to Meadowbrook (to the attention of Meadowbrook’s Corporate Secretary), at Meadowbrook’s address set forth in this proxy statement before the vote is taken at the Annual Meeting on the merger proposal, written notice of their intent to demand payment for their shares if the proposal to approve the merger agreement is approved; and

(2) must not vote (or allow the record owner to vote on their behalf) their shares in favor of the proposal to approve the merger agreement.

Meadowbrook shareholders who do not satisfy these requirements are not entitled to payment for their shares under the Dissenters’ Rights Statute. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the proposal to approve the merger agreement and will, therefore, constitute a waiver of the dissenting shareholder’s right to receive payment under the Dissenters’ Rights Statute and nullify any previously delivered written demand for payment. Therefore, a dissenting Meadowbrook shareholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the proposal to approve the merger agreement or must abstain from voting on the proposal to approve the merger agreement. Voting against the proposal to approve the merger agreement will not, by itself, constitute a written demand for payment satisfying the requirements of the Dissenters’ Rights Statute. Similarly, neither abstaining from voting nor failing to vote on the proposal to approve the merger agreement constitutes a written demand for payment satisfying the requirements of the Dissenters’ Rights Statute. The written demand for payment must be in addition to and separate from any proxy or vote on the proposal to approve the merger agreement.

Initial Notice to Dissenting Shareholders from Meadowbrook

If the proposal to approve the merger agreement is approved, Meadowbrook will, no later than 10 days after the merger is completed, notify all Meadowbrook shareholders entitled to assert dissenters’ rights under the Dissenters’ Rights Statute that the merger is complete. Meadowbrook will also: (a) inform those shareholders where the payment demand must be sent, where and when shares represented by certificates must be deposited, and to what extent transfer of uncertificated shares will be restricted after the payment demand is received; (b) supply a payment demand form requiring that the dissenting shareholder certify whether he or she acquired beneficial ownership of the shares before December 30, 2014, the date of the first public announcement of the terms of the merger, and (c) establish a date by which Meadowbrook must receive the payment demand, which date will not be less than 30 nor more than 60 days after the date the notification described in this paragraph was delivered to Meadowbrook shareholders.

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Payment Demand by Dissenting Shareholders

Upon receipt of the notice from Meadowbrook, dissenting Meadowbrook shareholders must make a payment demand by the date specified by Meadowbrook in the notice. The dissenting Meadowbrook shareholder must also certify whether the shareholder acquired beneficial ownership of the shares before December 30, 2014 and, if the shares are held by the record owner in certificated form, deposit his or her shares in accordance with the terms of the dissenters’ notice. A dissenting Meadowbrook shareholder who fails to make a payment demand or to deposit the share certificates as required will forfeit the shareholder’s right to receive payment under the Dissenters’ Rights Statute. Although shares may not be transferred following demand for payment, the dissenting shareholder retains all other rights as a shareholder until the shares are cancelled upon payment.

Generally, a shareholder may only assert dissenter’s rights as to all of the shares such shareholder beneficially owns. However, persons in whose name shares of common stock are registered in the stock records of Meadowbrook on behalf of beneficial owners may assert dissenters’ rights as to fewer than all of the shares registered in his or her name if the record owner dissents with respect to all shares beneficially owned by any one person and notifies Meadowbrook in writing of the name and address of each beneficial owner on whose behalf the record owner asserts dissenters’ rights.

A beneficial owner may assert dissenters’ rights as to shares held on his or her behalf by a record owner only if (1) the beneficial owner submits to Meadowbrook the record owner’s written consent to the dissent not later than the time the beneficial owner asserts dissenters’ rights; and (2) the beneficial owner does so with respect to all shares beneficially owned by the beneficial owner and all shares over which he or she has power to direct the vote.

Payment or Offer of Payment by Meadowbrook

Within seven days after a payment demand is received, Meadowbrook is generally required to pay dissenting shareholders who complied with the Dissenters’ Rights Statute the amount that Meadowbrook estimates to be the fair value of the dissenting shareholder’s shares, plus accrued interest. Meadowbrook will include with the payment Meadowbrook’s [most recent annual report to shareholders, along with a statement of its estimate of the fair value of the shareholder’s shares, an explanation of how the interest was calculated, and a statement of the dissenting shareholder’s right to demand payment based on the dissenting shareholder’s estimate of the fair value of his or her shares. If a dissenting shareholder did not certify that he or she beneficially owned his or her shares before December 30, 2014, Meadowbrook may elect to withhold payment and simply provide an estimate of the fair value of the shares, plus accrued interest, along with an offer to pay the estimated amount to the dissenting shareholder if the shareholder agrees to accept such payment in full satisfaction of his or her demand. Meadowbrook is also required to send with its estimate and offer an explanation of how the interest was calculated and a statement of the dissenting shareholder’s right to demand payment based on the dissenting shareholder’s differing estimate of the fair value of his or her shares.

Meadowbrook shareholders should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be paid in the merger is not an opinion as to the fair value under the Dissenters’ Rights Statute.

Value Dispute by Dissenting Shareholders and Resolution

Within 30 days after Meadowbrook makes the payment or offer of payment to the dissenting Meadowbrook shareholder, if a dissenting Meadowbrook shareholder believes that the amount paid or offered by Meadowbrook is less than the fair value of such shares or that interest was incorrectly calculated, or if Meadowbrook fails to make payment to pre-December 30, 2014 dissenting Meadowbrook shareholders within 60 days after the date set for demanding payment, the dissenting Meadowbrook shareholder may notify Meadowbrook in writing of his or her own estimate of the fair value of his or her shares of common stock and the amount of interest due, and demand payment of that estimate, less any payment made by Meadowbrook. A dissenting shareholder who fails to meet this deadline waives his or her right to demand payment and must accept the amount paid or offered by Meadowbrook.

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If a dissenting Meadowbrook shareholder has timely rejected Meadowbrook’s offer and demanded payment of the fair value of the shares and interest due, Meadowbrook must either pay the demanded amount or commence a judicial proceeding within 60 days after receiving the payment demand and petition an appropriate court, as described in the Dissenters’ Rights Statute, to determine the fair value of the shares and accrued interest or Meadowbrook will be deemed to have accepted the demand of each dissenting Meadowbrook shareholder whose demand remains unsettled. Fair value, for this purpose, is defined in the Dissenters’ Rights Statute to mean the fair value of Meadowbrook common stock immediately before the closing of the merger, excluding any depreciation or appreciation in anticipation of the merger unless exclusion would be inequitable. Meadowbrook reserves the right to assert in such a proceeding that the fair value is less than the amount paid or offered by Meadowbrook. All dissenting Meadowbrook shareholders whose demands remain unsettled will be made parties to the judicial proceeding to determine the fair value of the shares and the court’s jurisdiction is plenary and exclusive.

Each dissenting Meadowbrook shareholder made a party to the proceeding is entitled to judgment for the amount the court finds to be the fair value of his or her shares (which may be more or less than the amount paid or offered by Meadowbrook), plus interest, minus the amount, if any, that Meadowbrook previously paid such dissenting Meadowbrook shareholder for his or her shares. The court shall assess the costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, against Meadowbrook, except that the court may assess costs against all or some of the dissenting Meadowbrook shareholders, in amounts the court finds equitable, to the extent the court finds the dissenting Meadowbrook shareholders acted arbitrarily, vexatiously or not in good faith in demanding payment under the Dissenters’ Rights Statute. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable, against Meadowbrook or one or more of the dissenting Meadowbrook shareholders.

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MARKET PRICE AND DIVIDEND DATA

The Company’s common stock is traded on the NYSE under the symbol “MIG.” As of the close of business on March 12, 2014, the latest practicable trading day before the filing of this proxy statement, there were 50,306,760 shares of the Company’s common stock outstanding and entitled to vote, held by approximately 222 holders of record of the Company’s common stock. The following table presents the high and low sale prices of the Company’s common stock for the period indicated in published financial sources and the dividend declared per share during such period:

Quarter		High				Low				Dividend
2012
First Quarter		$	11.91			$	8.97			$	0.05
Second Quarter			10.02				8.36				0.05
Third Quarter			8.86				6.53				0.02
Fourth Quarter			8.21				5.22				0.02
2013
First Quarter			7.44				5.79				0.02
Second Quarter			8.26				6.84				0.02
Third Quarter			8.90				5.87				0.02
Fourth Quarter			7.46				6.17				0.02
2014
First Quarter			7.00				5.24				0.02
Second Quarter			7.20				5.27				0.02
Third Quarter			7.28				5.66				0.02
Fourth Quarter			8.63				5.76				0.02

The following table presents the closing per share sales price of the Company’s common stock, as reported on the NYSE on December 29, 2014, the last full trading day before the public announcement of the merger, and on [•], 2015, the latest practicable trading day before the filing of this proxy statement:

Date		Closing per Share Price
December 29, 2014		$	6.97
March 12, 2015		$	8.51

You are encouraged to obtain current market prices of the Company’s common stock in connection with voting your shares. Following the merger, there will be no further market for the Company’s common stock, and the Company’s common stock will be delisted from the NYSE and deregistered under the Exchange Act.

We paid a regular quarterly dividend on the Company’s common stock at a rate of $0.02 per share during each of the four quarters of 2013 and each of the four quarters of 2014. Subject to the terms and conditions of the merger agreement, future dividend payments will be at the discretion of the Board, can be changed or discontinued at any time and are dependent upon our financial condition, results of operations, capital requirements and other factors, including those set forth in the section of our Annual Report on Form 10-K for the year ended December 31, 2014 entitled “Item 1A. Risk Factors,” which is incorporated by reference in this proxy statement. The merger agreement permits us, and we expect to continue until the effective time of the merger, to declare and pay to the Company’s shareholders regular quarterly dividends in accordance with our past practice but not to exceed $0.02, with record dates and payment dates in accordance with our customary dividend schedule.

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PROPOSAL 3: ELECTION OF DIRECTORS

The Company’s Board of Directors is divided into three classes with each class of directors elected to a three-year term of office. At each Annual Meeting of shareholders, the shareholders elect one class of directors for a three-year term to succeed the class of directors whose term of office expires at that meeting. As described below, at the Annual Meeting, proxies can only be voted for four nominees.

This year you are voting on four candidates for director. The Company’s Board of Directors, acting upon the recommendation of its Governance and Nominating Committee, has nominated: Robert S. Cubbin, Robert F. Fix and Douglas A. Gaudet for a three-year term expiring in 2018, or, in each case, until the earlier election and qualification of such director’s successor and Florine Mark for a one-year term expiring in 2016, or, in such case, until the earlier election and qualification of such director’s successor.

If any nominee is unable to stand for election, the Company may vote the shares to elect a substitute nominee, who is nominated by the Board, or the number of directors to be elected at the Annual Meeting may be reduced.

The Company’s Board recommends a vote FOR each of the nominees.

INFORMATION ABOUT THE NOMINEES, THE INCUMBENT DIRECTORS AND
OTHER EXECUTIVE OFFICERS

The following is information about the nominees for election as a director, each of the directors whose term of office will continue after the meeting, and the other executive officers of the Company. The information is as of the record date of March 12, 2015.

David K. Page was Chairman of the Board, until his death on July 1, 2014. Merton J. Segal retired from the Board of Directors on May 17, 2013, but serves as director emeritus. Mr. Segal is invited to attend Board meetings in a non-voting capacity and receives no compensation for his role or attendance. As a result, there are currently three vacancies on the Board of Directors. The Governance and Nominating Committee plans to nominate replacement candidates to be appointed, in accordance with applicable law and the Company’s governing documents.

Directors — Terms Expiring in 2015

Robert S. Cubbin, age 57, obtained his undergraduate degree in psychology from Wayne State University in 1980 and obtained his law degree from the Detroit College of Law in 1983. Mr. Cubbin began his legal career in 1983 as an associate at the Detroit, Michigan law firm of Plunkett Cooney, where he specialized in insurance defense and coverage litigation, as well as insurance regulatory and captive formation matters. In 1987, Mr. Cubbin joined the Company as Vice President and General Counsel, where he was primarily responsible for all legal and regulatory affairs relating to the Company. He was promoted to Executive Vice President in 1996 where he was responsible for legal, regulatory and claims, and was appointed to President and Chief Operating Officer in 1999, where he was primarily responsible for all operational functions within the Company. Mr. Cubbin has been a director of the Company since 1995 and in May 2002, he was appointed as the Company’s President and Chief Executive Officer. Mr. Cubbin serves as Chairman of the Board of Directors and President of the following subsidiaries of the Company: Star Insurance Company (“Star”); Savers Property & Casualty Insurance Company (“Savers”); Williamsburg National Insurance Company (“Williamsburg”); Ameritrust Insurance Corporation (“Ameritrust”) and Chairman of the Board of Directors of Century Surety Company (“Century”, and ProCentury Insurance Company, and together with Star, Savers, Williamsburg, Ameritrust and Century, the “Insurance Company Subsidiaries”). Mr. Cubbin is also the President of Meadowbrook, Inc. Outside the Company, Mr. Cubbin serves on the Board of Directors for First Merit Corporation, where he is also a member of the Audit Committee. He also serves on the Board of Directors of Kelly Services, Inc., where he is a member of the Audit and Compensation Committees. In addition, he is a member of the Board of Directors of Business Leaders for Michigan, a private, non-profit executive leadership organization dedicated to enhancing economic growth in Michigan.

Mr. Cubbin has extensive legal, insurance, management, accounting, actuarial, investment, underwriting, reinsurance and claims experience. The Board of Directors believes his experience makes him an excellent director of the Company.

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Robert F. Fix, age 68, obtained his undergraduate degree in economics in 1969 from Michigan State University and his PhD in economics from Iowa State University in 1973. From 1972 to 1976, Mr. Fix taught finance and economics at Iowa State University. From 1979 to 1981, Mr. Fix was an Assistant Vice President — Portfolio Manager for the Federal Home Loan Bank of Indianapolis. From 1981 to 1983, Mr. Fix served as President and Chief Operating Officer of the First Indianapolis Corporation and later served as Vice President — Investment Officer for American Fletcher National Bank from 1984 to 1987. From 1987 to 2001, Mr. Fix served as President and Chief Executive Officer of First Bank Richmond, N.A. From 1988 to 2006, Mr. Fix was President and Vice Chairman of Richmond Mutual Bancorporation, Inc. Mr. Fix formerly served as Vice Chairman of First Bank Richmond, N.A. and as Chairman of the Board of American Trust F.S.B., which are subsidiaries of First Mutual Bancorporation, Inc. Before the merger with the Company, Mr. Fix served as a director of ProCentury. He was elected to the Company’s Board on October 31, 2008 and is Vice Chairman of the Board. Currently, he is Chairman of Capital and Investment Committee and is a member of the Governance and Nominating Committee of the Board of Directors. Mr. Fix served on the Indiana Bankers Association Board of Directors and was Chairman from 2002 to 2003. He was formerly Chairman of the Audit Committee of the Board of Directors for the Federal Home Loan Bank of Indianapolis and is a former member of the Board of Directors of ProAlliance Corporation.

Mr. Fix has significant banking, financing, accounting, investment and insurance experience. He formerly served upon the Board of Directors of ProCentury, so he is experienced with the excess and surplus lines business. The Board of Directors believes Mr. Fix’s experience makes him an excellent director of the Company.

Douglas A. Gaudet, age 60, obtained his undergraduate degree from the State University of New York in 1977 and his MBA from Clarkson University in 1978. From 1978 through 1990, Mr. Gaudet held a number of different roles and officer positions in the insurance industry, including: Underwriter for New Hampshire Insurance Company, Account Executive for Insurance Company of North America and Vice President, Association Marketing for Crum & Forster. Between 1991 through 2004, he was President, Small Business and President of Service & Technology at Zurich/Maryland Casualty Insurance Company, Managing Director/Chief Underwriting officer for Crum & Forster, Executive Vice President, Insurance Operations for Harleysville Insurance Company and was Vice President for Commercial Lines at Philadelphia Consolidated. He became President & Chief Executive Officer of Penn Millers Holding Corporation, which was a publicly traded insurance holding company specializing in all lines of coverage to commercial agribusinesses. Mr. Gaudet was President & CEO, until the company was sold to ACE in 2012. He now is President and CEO of Stratus Risk Underwriters, Inc., a managing general underwriter for the coastal property and private flood insurance markets.

Mr. Gaudet was appointed to the Board of Directors in July, 2014 and is a member of both the Audit and Capital and Investment Committees. He is active in civic affairs and non-profit organizations where he has served as either an officer or director of the North Branch Land Trust, Wilkes-Barre General Hospital, Leadership Wilkes-Barre, Wyoming Valley United Way and the Wilkes-Barre YMCA. Mr. Gaudet earned his CPCU designation in 2008 and completed the executive education programs at the Kellogg School of Management at Northwestern University and IMD in Lausanne, Switzerland.

Mr. Gaudet has significant insurance industry experience, including in the areas of underwriting, product development, information technology, claims and accounting. Also, he formerly served as Chief Executive Officer of a publicly traded insurance company. The Board of Directors believes that Mr. Gaudet’s experience makes him an excellent director of the Company.

Directors — Terms Expiring in 2016

Bruce E. Thal, age 83, graduated from the University of Michigan in 1952 with an undergraduate degree in business administration. Mr. Thal obtained a Certified Public Accountant Certification in 1955. He began his accounting career in 1952 as a junior accountant and later became a partner with Sillman, Kleiman & Thal from 1957 to 1968. He later joined J.K. Lasser & Company from 1968 to 1978. Thereafter, he joined Touche Ross & Company (now known as Deloitte & Touche LLP) where he was a partner until he retired in 1995. Mr. Thal has been a member of the American Association of Certified Public Accountants since 1956, as well

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as the American Institute of Certified Public Accountants. Mr. Thal has been a director of the Company since 1995. Currently, he serves as Chairman of the Audit Committee and is a member of the Compensation Committee.

Mr. Thal possesses significant accounting, audit, insurance and investment experience. The Board of Directors believes Mr. Thal’s experience makes him an excellent director of the Company.

Florine Mark, age 82, is the President and Chief Executive Officer of The WW Group, Inc., which is the leading United States franchise holder of Weight Watchers International. Ms. Mark has significant experience in owning, managing and operating her own business and developing it into one of the largest franchises in the United States. Ms. Mark has been a director of the Company since 1996. Currently, Ms. Mark is Chairperson of the Governance and Nominating Committee and a member of the Compensation Committee. Over the years, Ms. Mark has been a member of several boards of directors. Currently, she serves on the First Merit Advisory Board — Southeastern Michigan, Business Leaders for Michigan, The Community Foundation, English Gardens, The Detroit Economic Club, The Governor’s Council on Physical Fitness, Health and Sports, The Henry Ford Health System, Art Van Furniture, Harvard University’s Kennedy School of Government, Women’s Leadership Board, and the Wayne State University College of Education/School of Business Administration Advisory Board. Ms. Mark has been inducted into the National Management Association Hall of Fame and received the Entrepreneur Visionary Award from the Women’s Business Center in Washington, D.C. Ms. Mark has received several awards and recognitions based upon her contributions to business and for supporting a variety of charitable causes.

Ms. Mark possesses significant marketing, business, management and investment experience. The Board of Directors believes Ms. Mark’s experience makes her an excellent director of the Company.

Directors — Terms Expiring in 2017

Robert H. Naftaly, age 77, obtained his undergraduate degree in accounting from Walsh College in 1959. Mr. Naftaly obtained his Certified Public Accountant Certification in 1961. Mr. Naftaly began his employment with Geller, Naftaly, Herbach and Shapiro from 1961 to 1983. He served as Director of the State of Michigan Department of Management and Budget from 1983 to 1987 and was a Vice President with Detroit Edison from 1987 to 1988. Mr. Naftaly first served as Chief Financial Officer, and later served as Chief Operating Officer for Blue Cross Blue Shield of Michigan from 1988 to 2002. He is a former member of the State Tax Commission for the State of Michigan. Mr. Naftaly is currently a member of the Michigan Association of Certified Public Accountants and the American Institute of Certified Public Accountants. He has been a director of the Company since 2002. Currently, he is the Chairman of the Board and is Chairman of the Compensation Committee, as well as is Vice Chairman and a member of the Governance & Nominating Committee. Mr. Naftaly formerly served on the Board of Directors for Sun Committees, Inc., a publicly traded company that operates manufactured home communities. He is a member of the Board of Directors and serves as Chairman of the Audit and Risk Committees for Talmer Bancorp, Inc., a publicly traded holding company for banks located primarily in the Midwest. He serves as Chairman of the UAW Retiree Medical Benefits Committee, which administers the UAW Voluntary Employees Beneficiary Association (VEBA) Trust Fund. Mr. Naftaly serves on the Board of Directors of several other Michigan charitable entities or foundations.

Mr. Naftaly has significant accounting, audit, insurance and management experience. The Board of Directors believes Mr. Naftaly’s experience makes him an excellent director of the Company.

Robert W. Sturgis, age 73, obtained an undergraduate degree in mathematics from the University of Maine in 1964. In 1968, Mr. Sturgis became a fellow in the Casualty Actuarial Society. In 1970, he became a member of the American Academy of Actuaries. From 1964 to 1979, Mr. Sturgis was an actuary with Aetna Life and Casualty Company. From 1979 to 1986, Mr. Sturgis served as a principal and director of Tillinghast. From 1986 to 1995 he was Managing Director of the Casualty Insurance Division of Towers Perrin, a global management and actuarial consulting firm. Mr. Sturgis retired as a director and principal of Towers Perrin in 1995. Aside from his membership in the Casualty Actuarial Society and the American Academy of Actuaries, Mr. Sturgis also served on the Actuarial Board for Counseling and Discipline from 1995 to 2002 where he also served as Chairman from 2000 to 2002. Mr. Sturgis has been a director of the Company since 2000. Currently, he is Vice Chairman and a member of the Audit Committee and is Vice Chairman and a member of

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the Compensation Committee and the Audit Committee. He has served on the board of directors of non-profit and charitable organizations located in the Northeast.

Mr. Sturgis possesses significant actuarial, insurance, financial and management experience. The Board of Directors believes that Mr. Sturgis’ experience makes him an excellent director of the Company.

Jeffrey A. Maffett, age 66, graduated in 1971 from Defiance College with an undergraduate degree in Business Administration. Shortly after graduation Mr. Maffett joined the management training program with Fifth Third Bank in Cincinnati, OH. Later he was employed at Eaton National Bank and Trust Co. as President and Chief Executive Officer from 1987 to 2003. Currently, Mr. Maffett serves as President and Chairman of Colonial Banc Corp. as well as Founder, Chairman and Chief Executive Officer of Oculina Banc Corp. As an organizing director, Mr. Maffett ultimately served as President of the Community Bankers Association of Ohio and served a term on the Community Bank Board of the Federal Reserve Bank of Cleveland. Before the merger with ProCentury Corporation (“ProCentury”), Mr. Maffett had been a director at ProCentury since October 2000, and was appointed to the Company’s Board on October 31, 2008. Currently, he serves as Vice Chairman and a member of the Capital and Investment Committee and is a member of the Governance and Nominating Committee. Mr. Maffett has served on various civic and charitable foundation boards. Mr. Maffett is a former director of ProAlliance Corporation, an Ohio based insurance holding company.

Mr. Maffett has significant banking, insurance, investment and accounting experience. He previously served on ProCentury’s Board of Directors, so he has experience with the excess and surplus lines business. The Board of Directors believes Mr. Maffett’s experience makes him an excellent director of the Company.

Winifred A. Baker, age 61, obtained her undergraduate degree from Wells College in 1975. Ms. Baker began her insurance career with Continental Corporation in 1976, where she held various United States, London Market and Asian reinsurance underwriting and underwriting officer positions from 1977 to 1990 within its subsidiary, Continental Reinsurance Corporation. In 1990, Ms. Baker became President of Continental Reinsurance Corporation, where she managed the underwriting operations of the Company until 1993. In this capacity, she was responsible for establishing and overseeing the underwriting for all lines of business, which included property, casualty, marine and aviation, as well as the overall management of the claims, actuarial, accounting and business development departments within Continental Re. From 1993 to 1995, Ms. Baker, as Senior Vice President of Continental Corporation, coordinated the marketing of the specialty lines division and expanded relationships with major brokers on a national level. From 1995 to 1997, Ms. Baker was Senior Vice President of Minet, Inc. where she designed, structured and placed property and casualty business for clients. Ms. Baker joined Lloyd’s in 1998 and in 2000 was named President and Director of Lloyd’s America, Inc. where she managed six North American offices of Lloyd’s. In this position, Ms. Baker was involved in business and strategic development, management of distribution channels, underwriting and regulatory compliance as it related to the Lloyd’s platform. In 2008, Ms. Baker founded Beekman Advisory Group, which provides a wide range of strategic consulting services to the insurance industry and she has continued to work as a consultant for the Beekman Advisory Group since that time. Ms. Baker was elected to the Board of Directors in 2014 and appointed to the Capital and Investment and Audit Committees of the Board of Directors. Ms. Baker was identified by Business Insurance as a Leading Woman in the insurance industry in 2000 and 2006. She serves as a director of two non-profit organizations; the Hilton Head Symphony Orchestra and Tax Payers for Common Sense.

Ms. Baker has significant underwriting, reinsurance, claims, actuarial, audit, regulatory, product development, marketing and management experience within the insurance industry. The Board of Directors believes Ms. Baker’s experience makes her an excellent director for the Company.

Executive Officers

Karen M. Spaun, age 50, was appointed Chief Financial Officer in 2003 and has served as Senior Vice President of the Company since 2002. She also serves as Director and Vice President of the Insurance Company Subsidiaries, as well as Meadowbrook, Inc. Ms. Spaun joined the Company in 1998 as Director of Investor Relations. In 1997, Ms. Spaun served as Controller of CoverX, an excess and surplus lines company. From 1993 to 1997, she served as Director of Financial Accounting at Citizens Insurance Company, a member of the former Allmerica Financial Corporation. Ms. Spaun previously held financial and accounting positions

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in public companies and the former Coopers & Lybrand public accounting firm. Ms. Spaun graduated from Ohio University in 1986 with a Bachelor of Business Administration, with a concentration in accounting and was a member of Beta Gamma Sigma.

Christopher J. Timm, age 58, has served as an Executive Vice President of ProCentury since 2000. Mr. Timm has been an Executive Vice President of the Company since the Company’s merger with ProCentury. In addition, Mr. Timm serves as a Director and President of Century and ProCentury Insurance Company where he is responsible for the strategic direction and operations of the Company’s excess and surplus lines business. Previously, Mr. Timm was an owner and President of Environmental & Commercial Insurance Agency, Inc., a managing underwriting agency. Mr. Timm graduated from Loyola University of Chicago in 1979 and has been licensed as a Certified Insurance Counselor since 1985.

Michael G. Costello, age 54, was appointed Senior Vice President, General Counsel and Secretary of the Company in 1999. Mr. Costello also serves as Senior Vice President, General Counsel, and Secretary of the Insurance Company Subsidiaries, as well as Meadowbrook, Inc. Mr. Costello joined the Company in 1993 as Vice President and Assistant General Counsel. Mr. Costello was formerly a shareholder with Plunkett & Cooney, P.C., a Michigan law firm specializing in insurance law. Mr. Costello obtained an undergraduate degree from Marquette University in 1982 and his law degree in 1985 from University of Detroit Mercy School of Law (“UDM”). He is a Director for the Insurance Institute of Michigan where he also serves on the Executive Committee of the Board of Directors. He is a member of the Federation of Defense & Corporate Counsel, Association of Corporate Counsel and the Society of Corporate Secretaries & Governance Professionals. He serves as President and Director of the ACC Michigan Chapter Foundation. Mr. Costello is a member of the Dean’s Advisory Board for UDM and is a former Director of the UDM Alumni Board of Directors, where he also formerly served as President. Mr. Costello is a former Director of the Oakland County Bar Foundation and is a member of the State Bar of Michigan and Oakland County Bar Association.

James M. Mahoney, age 64, became Senior Vice President — Field Operations of the Company in 2007. In addition, Mr. Mahoney also serves as a Director of the Insurance Company Subsidiaries. He is responsible for management of the Company’s branch operations. Mr. Mahoney joined the Company in 2000. He served as branch manager for the Company’s office in Andover, Massachusetts from 2000 through 2006. From 1978 to 1995, he held various positions, including New England Regional Executive, Northeast Zone Executive, and Corporate Vice President — Field Operations, at The Hanover Insurance Company. In 1995, Mr. Mahoney joined the Lumber Insurance Group as Senior Vice President. Mr. Mahoney graduated from Merrimack College in 1973 with a Bachelor of Arts degree in History and earned a CPCU designation in 1982.

Archie S. McIntyre, age 50, has been Senior Vice President of Business Development for the Company since 2000. In addition, Mr. McIntyre serves as a Director for the Insurance Company Subsidiaries. He joined the Company in 1986. From 1986 to 1988, Mr. McIntyre held various positions in the agency, marketing and finance divisions of the Company. From 1988 to 1996, Mr. McIntyre was a manager for the Company’s public entity division. In 1996, he was named Vice President managing the Company’s Alabama Branch office. In 1999, Mr. McIntyre was appointed to manage the Company’s Business Development Department, which includes strategic planning, marketing, acquisitions, new business due diligence and implementation, and corporate communications. Mr. McIntyre graduated from the University of Michigan-Dearborn in 1987 with a Bachelor of Science degree in Economics. He also holds an Associate’s Degree in Risk Management designation.

Stephen A. Belden, age 59, is Senior Vice President and Chief Actuary for the Company and has been in such role since 2003. He previously served as Chief Actuary for Zurich North America Construction from 1995 to 2003. From 1990 to 1995, Mr. Belden worked with Orion Capital Companies as Assistant Vice President and Actuary. In addition, Mr. Belden’s experience includes serving as a consultant with Tillinghast and with Touche, Ross and Company and as an Actuarial Officer for the St. Paul Companies. He started his career in 1977 with Aetna Life and Casualty Insurance Company, where he served in various positions in the Actuarial Department. Mr. Belden graduated from Rensselaer Polytechnic Institute with a Bachelor of Science degree in 1977. He holds the designations of the Fellow Casualty Actuarial Society (FCAS), Chartered Property & Casualty Underwriter (CPCU) and Chartered Enterprise Risk Analyst (CERA).

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Robert Christopher Spring, age 61, has been Senior Vice President of Business Operations and Chief Informational Officer since 2003. He was formerly the President of the Company’s TPA Associates Division, which was acquired by the Company in 1999. Mr. Spring co-founded TPA Associates in 1993. He served as Executive Vice President of TPA from 1993 through 2000. He previously served as Assistant Vice President with American Mutual Insurance Companies from 1987 through 1989. From 1989 through 1993, Mr. Spring worked with Towers Perrin as a risk management consultant. He began his career in 1977 with Signature Group, an Illinois insurance company. Mr. Spring graduated from Southern Illinois University in 1975 with a Bachelor of Science degree from the College of Human Resources.

Kenn R. Allen, age 66, is Senior Vice President of the Company and President of the Meadowbrook Insurance Agency and also serves as a Director and Vice President for Star, Savers, Williamsburg and Ameritrust. Mr. Allen has served as President of the Meadowbrook Insurance Agency since 1986. Prior to joining the Company, Mr. Allen held many positions at Republic Hogg Robinson, which was later acquired by Wells Fargo, where he was a Regional Senior Vice President of their property/casualty, self-funded and self-insured divisions. Mr. Allen is a graduate of the University of Cincinnati and Henry Ford College. His credentials include Certified Insurance Counselor and Certified Hazard Control Manager.

Roger S. Walleck, age 55, became Senior Vice President and Chief Underwriting Officer of the Company in February 2014. In this capacity, he is responsible for managing the Company’s Underwriting, Reinsurance, Regulatory Compliance, Loss Control and Premium Audit functions. Mr. Walleck joined the Company in 2005. He served as the Branch manager of the Company’s Sarasota Florida Branch, until he was promoted in 2007 to Branch Manager and later Regional Vice President of the Company’s Overland Park, Kansas Branch, which is one of the larger underwriting offices of the Company. From 1981 through 2004, Mr. Walleck held various positions of increasing responsibility at Liberty Mutual Insurance Company, including the New York Division Underwriting Manager for the insurance company’s Business Markets Operation. Mr. Walleck served on boards and committees of various insurance organizations, such as, the New York Compensation Rating Board and the Missouri Insurance Coalition. Mr. Walleck graduated from Northern Illinois University in 1981 with a Bachelor of Science in Finance, earned his CPCU designation in 1996 and his AIS designation in 1997.

CORPORATE GOVERNANCE

Board Matters

In 2014, the Board met twenty times and the Committees of the Board held an additional twenty-six meetings. During 2014, each of the directors attended (in the aggregate) at least 75% of the total number of meetings of the Board of Directors and the total number of meetings held by all the Committees of the Board upon which he/she served, other than Mr. Tyner who was unable to attend certain meetings of the Board and its Committees due to illness.

It is the policy of the Board of Directors to encourage attendance by its members at all meetings of the Board and Committees of the Board and the Annual Meeting of Shareholders. Six of nine members of the Board of Directors attended the 2014 Annual Meeting of Shareholders.

Board Leadership Structure and Risk Management Oversight

The Board has adopted governance guidelines to assist with fulfilling its duties and responsibilities to the Company and its shareholders. These guidelines are intended to ensure the Board has the necessary authority and procedures in place to review and evaluate the Company’s business operations, make decisions that are independent of the Company’s management, and align the Company’s directors and management interests with those of the Company’s shareholders. While the Company’s bylaws do not formerly require a separation of the Chairman of the Board and Chief Executive Officer position, these positions are currently and will be held by different people with the Chairman of the Board being an independent director. The Company believes that separation of these two positions provides for appropriate oversight and review of management performance. In addition, it allows for an independent and objective assessment of agenda items to be considered at board or committee meetings. In 2014, Mr. Naftaly, an independent director, was elected as non-executive Chairman of the Board, succeeding the former Chairman David Page. Mr. Naftaly chairs all Board meetings, as well as all executive sessions of the Board. The Board has a practice of generally conducting executive sessions at

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each of the regularly scheduled Board and Committee meetings. The Board also will conduct executive sessions with the Chief Executive Officer, along with other executive officers, as it deems appropriate and necessary. Also, the Audit Committee conducts executive sessions with the Company’s Chief Executive Officer, Chief Financial Officer, Chief Actuary, Vice President of Corporate Audit and General Counsel.

The Board is responsible for oversight of the Company’s risk management process. Each quarter, the Board receives an updated risk assessment, as well as an enterprise risk management report with respect to the Company’s approach to the management of significant risks, including monitoring and mitigation efforts, where applicable. Management has responsibility to identify, assess, and manage the risks relating to the Company’s strategy and business objectives. These efforts, along with the Board’s oversight, are reviewed and discussed at each regular board meeting. The Board is authorized to retain, if necessary, risk management consultants to assist the Board of Directors in this process. While the Board has the primary responsibility, other committees of the Board of Directors also have the role in the process as outlined by each of their respective Charters. The Board with assistance of the Audit Committee is responsible for reviewing, assessing and monitoring the significant risks or exposures in the accounting and financial reporting areas of the Company and assuring that management has implemented the appropriate monitors to control such risks, as well as minimize the Company’s risk exposure. The Compensation Committee is responsible for adopting compensation policies that increase shareholder value, avoid undue risk taking by the Company, appropriately reward executives and employees for performance and assure that the Company’s compensation policies and practices are adequately disclosed to the public. The Governance and Nominating Committee is responsible for overseeing matters relating to the nomination, selection and evaluation of its directors, reviewing and approving any related-party transactions, as well as assuring that the Company has an effective corporate governance policy, which complies with the current rules of the New York Stock Exchange and SEC. The Capital and Investment Committee is responsible for the Company’s capital strategy, mergers and acquisitions and developing an investment policy that ensures the Company’s investment portfolio is aligned with the risk profile of the Company.

Independence Determination

The Board of Directors has determined that Robert H. Naftaly, Robert W. Sturgis, Bruce E. Thal, Robert F. Fix, Jeffrey A. Maffett, Florine Mark, Douglas A. Gaudet and Winifred A. Baker are independent, in accordance with the New York Stock Exchange’s independence standards, as modified or supplemented, and these directors have no other relationship that would impair such independence.

Executive Sessions

Executive sessions of non-management directors were held at fifteen of the twenty-one meetings of the Board, as well as at eighteen of the twenty-one meetings of the Audit, Governance and Nominating, Compensation and Capital and Investment, Strategic Alternatives and Special Committees. Executive sessions are presided over by the Chairman of each Committee, with Mr. Naftaly presiding over the executive sessions of the Board of Directors.

Committees of the Board of Directors

The Board of Directors has established Board Governance Guidelines. Also, the Board of Directors has established an Audit, Compensation, Governance and Nominating and Capital and Investment Committees as standing committees of the Board. These Committees of the Board of Directors have each adopted a Committee Charter. The Charters for the Audit, Compensation, Governance and Nominating and Capital and Investment Committees are available on the Company’s website at www.meadowbrook.com.

In addition, in August 2013, the Company announced that it would commence a review of all strategic alternatives that would enhance shareholder value following announcement of the Company’s 2^nd Quarter 2013 results. The Board of Directors appointed then-directors David K. Page, Bruce E. Thal, Robert H. Naftaly, Robert F. Fix and Robert W. Sturgis to the Strategic Alternatives Committee for the sole purpose of leading this review and making any recommendations to the Board of Directors. The Strategic Alternatives Committee engaged advisors during this process, such as, an independent investment banking firm and outside counsel. The Committee met one time in 2014 for the purpose of reviewing, discussing and analyzing various strategic alternatives that would enhance shareholder value.

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Audit Committee

The Audit Committee is responsible for reviewing the services of the Company’s independent registered public accounting firm and third-party actuaries, consults with the accountants and actuaries, reviews the financial statements and loss reserves of the Company and internal controls of the Company and monitors the Corporate Audit Department of the Company. The Audit Committee also assists the Board of Directors with developing and implementing policies that govern how the Company identifies, evaluates, monitors and minimizes risk. Currently, the Audit Committee members are: Bruce E. Thal (Chairman), Robert W. Sturgis (Vice Chairman), Douglas A. Gaudet and Winifred A. Baker. The members of the Audit Committee satisfy the independence and experience requirements established by the New York Stock Exchange. In addition, the Board of Directors has determined that Chairman, Bruce E. Thal qualifies as a “financial expert,” as defined by the SEC. The Audit Committee met four times in 2014. The Audit Committee Report is set forth later in this proxy statement.

Compensation Committee

The Compensation Committee is responsible for assuring that our named executives are appropriately compensated in relation to their duties, responsibilities and performance and that executive compensation plans are aligned with long-term shareholder value and are designed so as to avoid undue risk to the Company. The Compensation Committee’s Charter authorizes the Compensation Committee to review and approve the goals and objectives for the Chief Executive Officer, evaluate his or her performance and approve his or their compensation. The Compensation Committee recommends to the Board of Directors the base salary levels, bonuses and equity compensation for the Chief Executive Officer. In addition, the Compensation Committee approves the guidelines to determine salary levels, bonuses and equity compensation for other executive officers and managers of the Company. The Compensation Committee reviews and makes recommendations with respect to the Company’s compensation plans and is responsible for administering any equity awards under the Company’s 2009 Equity Compensation Plan and the Long Term Incentive Plan. All members of the Compensation Committee satisfy the independence requirements established by the New York Stock Exchange. The Compensation Committee has authority to directly retain outside consultants of its selection to assist with the development of the Company’s compensation and benefits programs. The Compensation Committee has retained Pay Governance to, as periodically requested, review and assess the Company’s compensation policies and plans. Currently, the Compensation Committee members are: Robert H. Naftaly (Chairman), Bob Sturgis (Vice Chairman), Bruce E. Thal, and Florine Mark. The Compensation Committee met four times in 2014. The Compensation Committee Report is set forth later in this proxy statement.

Governance and Nominating Committee

The Governance and Nominating Committee reviews the criteria for the selection of senior executives and directors of the Company. The Governance and Nominating Committee reviews the performance of the directors and recommends directors for election to the Board. The Governance and Nominating Committee monitors compliance with the Company’s Compliance Code of Conduct and Business Ethics Policy, director independence, as well as other corporate governance policies. The Governance and Nominating Committee also reviews and approves any related-party transactions involving the Company and its directors and officers. Florine Mark is the Chairperson of the Committee, and the other members of the Committee are: Robert H. Naftaly (Vice Chairman), Jeffrey A. Maffett and Robert F. Fix. The Governance and Nominating Committee met eight times in 2014.

The Charter for the Governance and Nominating Committee is available to shareholders on the Company’s website, at www.meadowbrook.com. Each member of the Governance and Nominating Committee is independent as defined in the New York Stock Exchange’s independence standards, as those standards have been modified or supplemented, and these Directors have no other relationship that would impair their independence.

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The Governance and Nominating Committee will consider director candidates recommended by shareholders. Such recommendations must be made pursuant to timely notice in writing to:

Meadowbrook Insurance Group, Inc.
26255 American Drive
Southfield, Michigan 48034-2438
Attention: Governance and Nominating Committee

The Governance and Nominating Committee has not established specific minimum qualifications or skills for directors to possess. The Governance and Nominating Committee uses a subjective process for identifying and evaluating nominees for director, based upon the information available to members of the Governance and Nominating Committee and the current needs of the Company. While the Governance and Nominating Committee does consider diversity as one of several criteria for eligibility, the Company has not adopted a formal diversity policy. The Governance and Nominating Committee does not believe there would be any difference in the manner in which it evaluates nominees based on whether the nominee is recommended by a shareholder or director. Historically, nominees have been the existing directors or persons with significant management, insurance, accounting, actuarial, legal, banking, investment or business experience.

Capital and Investment Committee

The Capital and Investment Committee (former known as the Capital Strategy and Acquisition Committee) is responsible for assisting the Board of Directors with its oversight of the Company’s capital structure and strategies, financing alternatives and relationships, mergers, acquisitions, divestitures and investment policy and portfolio. The Committee met four times in 2014. Currently, the Capital and Investment Committee members are: Robert F. Fix (Chairman), Jeffrey A. Maffet (Vice Chairman), Douglas A. Gaudet and Winifred A. Baker.

Code of Conduct

The Company has adopted a Compliance Code of Conduct and Business Ethics Policy (the “Code of Conduct”) that applies to all of its employees, officers and directors, including its principal executive officer, principal financial officer, chief accounting officer or persons performing similar functions. Annually, the Company reviews it for any amendments, which thereafter would be reviewed and approved by the Governance and Nominating Committee and the Board of Directors. The Company’s Code of Conduct contains written standards that are intended to deter wrongdoing and promote:

The Company has also posted the Code of Conduct on its website at www.meadowbrook.com. The Company will provide a copy of the Code of Conduct to any person, without charge and upon request. Requests for a copy of the Code of Conduct, Board Governance Guidelines or Committee Charters should be made to the Secretary of the Company at 26255 American Drive, Southfield, Michigan 48034. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Conduct that applies to our principal executive officer, principal financial officer, controller or persons performing similar functions and that relates to any element of the code definition enumerated in SEC, Regulation S-K, Item 406(b) by posting such information on our website at www.meadowbrook.com within four business days following the date of the amendment or waiver. During 2014, there were no revisions to the Code of Conduct. Also, to date, there have been no waivers of the Code of Conduct.

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Whistleblower Policy

In addition, the Company has a Whistleblower Policy, which allows employees to anonymously report suspected unethical or illegal conduct on the part of employees. Employees have access to a 24 hour a day service, 7 days a week where they can report legal or ethical concerns, including, without limitation, concerns about accounting, internal controls or other audit matters. Individuals may choose to remain anonymous to the extent allowed by law. The Company prohibits retaliatory actions against anyone, who in good faith, avails himself or herself of the anonymous reporting service. The Company’s Whistleblower line is serviced by a third-party vendor of the Company. All reports are sent to the Audit Committee Chairperson and investigated by the Compliance Officer, who reports the results of the investigation to the Audit Committee of the Board of Directors for further action.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is a current or former employee of the Company or any of its subsidiaries. No member of the Compensation Committee had any relationship with the Company, which would have required disclosure in this Proxy Statement under the caption Certain Relationships and Related Party Transactions. No executive officer of the Company served on the Compensation Committee or as a director of any other entity whose executive officer(s) served on the Company’s Compensation Committee or Board of Directors.

Shareholder Communications with Directors

Any shareholder may communicate directly with the Board of Directors, or with any one or more individual members of the Board. A shareholder wishing to do so, should address the communication to “Board of Directors” or to one or more individual members of the Board and submit the communication to the Company at the address of the Company noted on the first page of this Notice of Meeting and Proxy Statement. All such communications received by the Company and addressed to the Board will be forwarded to the Chairman of the Board, or to the individual member or members of the Board, if addressed to them.

All of these communications will be reviewed by our Secretary to filter out communications that are not appropriate, specifically, spam or communications offering to buy or sell products or services. The Secretary will forward all remaining communications to the appropriate directors.

Any interested party may communicate with our non-management directors by writing to:

Meadowbrook Insurance Group, Inc.
26255 American Drive
Southfield, Michigan 48034
Attention: Chairman of the Board

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COMPENSATION OF DIRECTORS

Director Compensation

The following table provides information regarding compensation paid to the individuals who served as non-employee directors of the Company during the year ended December 31, 2014:

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Winifred A. Baker			65,250				15,600				—				—				—				—				80,850
Robert F. Fix			105,500				15,048				—				—				—				—				120,548
Douglas A. Gaudet(3)			49,500				12,060				—				—				—				—				61,560
Jeffrey A. Maffett			87,000				15,048				—				—				—				—				102,048
Florine Mark			92,458				15,048				—				—				—				—				107,506
Robert H. Naftaly			150,625				15,048				—				—				—				—				165,673
David K. Page(2)			71,500				15,048				—				—				—				—				86,548
Robert W. Sturgis			90,000				15,048				—				—				—				—				105,048
Bruce E. Thal			108,000				15,048				—				—				—				—				123,048
Herbert Tyner			66,000				15,048				—				—				—				—				81,048

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of the Record Date the beneficial ownership of the Company’s common stock by: (i) each person known by the Company to beneficially own five percent or more of such shares, (ii) each nominee and incumbent director, (iii) each person named in the Summary Compensation Table, and (iv) all nominees and incumbent directors and Executive Officers as a group, together with their respective percentage ownership of the outstanding shares. Unless otherwise indicated, each individual has sole investment and voting power with respect to such shares.

Name of Beneficial Owner		Amount and Nature of Beneficial Ownership(1)				Percent of Class
Directors and Executive Officers
Kenn R. Allen (Executive Officer)			85,362					*
Stephen A. Belden (Executive Officer)			55,859					*
Michael G. Costello (Executive Officer)			107,214					*
Robert S. Cubbin (Executive Officer and Director)			551,902				1.1	%
James M. Mahoney (Executive Officer)			93,773					*
Archie S. McIntyre (Executive Officer)			107,038					*
Karen M. Spaun (Executive Officer)			130,962					*
Robert C. Spring (Executive Officer)			18,226					*
Christopher J. Timm (Executive Officer)			403,972					*
Winifred A. Baker (Director)			5,394					*
Robert F. Fix (Director)			60,794	(2)				*
Douglas A. Gaudet (Director)			4,994					*
Jeffrey A. Maffett (Director)			282,984	(3)				*
Florine Mark (Director)			30,794	(4)				*
Robert H. Naftaly (Director)			70,794					*
David K. Page (Director)			191,800	(5)				*
Merton J. Segal (Director Emeritus)			994,844	(6)			2.0	%
Robert W. Sturgis (Director)			40,434					*
Bruce E. Thal (Director)			194,794	(7)				*
Herbert Tyner (Director)			194,177	(8)			*
All Directors and Executive Officers as a group			3,628,111				7.2	%
5% Beneficial Owners (excluding Directors and Executive Officers)
BlackRock, Inc			4,556,893	(9)			9.1	%
Dimensional Fund Advisors, Inc.			4,156,599	(10)			8.3	%
Litespeed Management, LLC			4,807,631	(11)			9.6	%
Silver Point Capital, LP			2,798,200	(12)			5.6	%
T. Rowe Price Associates, Inc.			4,419,242	(13)			8.8	%
Vanguard Group			3,090,897	(14)			6.2	%
All Directors, Executive Officers and 5% Beneficial Owners			27,457,573				54.8	%

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that the Company’s directors, executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and any subsequent changes in ownership with the SEC within prescribed time limits.

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COMPENSATION OF EXECUTIVE OFFICERS

Impact of Merger Agreement

The merger agreement provides for the treatment described above of outstanding equity awards, including those grants made pursuant to 2014 LTIP awards. While the merger will impact outstanding equity awards as described above, the Compensation Discussion and Analysis section of this proxy statement describes the original terms of the 2014 grants, without taking into consideration the impact of the merger as the merger was not consummated as of December 31, 2014.

Upon completion of the merger, each share of the Company’s common stock that is issued and outstanding immediately prior to the effective time of the merger (other than (i) shares held by shareholders of the Company who have properly exercised and perfected appraisal rights under Michigan law, (ii) shares that are owned by Parent, Sub or any other subsidiary of Parent and (iii) shares that are owned by the Company or by any subsidiary of the Company) will be converted into the right to receive $8.65 per share in cash, without interest, subject to any applicable withholding taxes.

In addition, as a result of the merger, all outstanding time-based and performance-based restricted stock awards granted under the Meadowbrook Insurance Group, Inc. 2009 Equity Compensation Plan prior to the date of the merger will vest in full upon completion of the merger with the performance goal with respect to the 2015 performance-based restricted stock awards having been deemed achieved. The performance goal with respect to the 2015 performance-based restricted stock awards is binary, meaning absent the consummation of the merger, if it was achieved the performance-based restricted stock awards would vest in full and if it was not achieved the performance-based restricted stock awards would be forfeited. There are no other outstanding performance-based restricted stock awards and there are no outstanding equity awards under any other equity plan maintained by Meadowbrook.

Compensation Discussion and Analysis

The compensation discussion and analysis set forth below provides an explanation of the Company’s compensation programs, including the objectives of such programs and the rationale for each element of compensation, for the following named executive officers: our President & Chief Executive Officer, Robert S. Cubbin; our Senior Vice President — Chief Financial Officer, Karen M. Spaun; our Executive Vice President, Christopher J. Timm; our Senior Vice President — General Counsel & Secretary, Michael G. Costello; and our Senior Vice President — Field Operations, James M. Mahoney. The discussion is divided into the following sections:

I. Executive Summary

II. Compensation Objectives

III. Role of Compensation Committee, Compensation Consultant and Management

IV. Elements of Total Compensation

V. Factors Considered When Determining Total Compensation

VI. 2014 Compensation Decisions

VII. 2015 Compensation Decisions

I. Executive Summary

The objectives and major elements of the Company’s executive compensation program did not materially change from 2013 to 2014. We believe in a compensation program and philosophy that is designed to create long-term shareholder value, as well as effectively attract, motivate and reward performance, and promote retention of senior management. In 2014, the Company provided our named executive officers with total annual compensation that included a base salary and performance-based annual cash incentive awards. Also, executives were eligible for long-term equity-based incentive awards that included both a service and performance-based component. The Company also provided our executives with severance and health and welfare benefits. The Company’s 2014 executive compensation program emphasizes performance-based pay, with a significant portion of each executive’s total annual compensation being at risk and dependent upon the

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Company’s achievement of specific, measurable performance goals. The Company’s performance-based pay is designed to further align our executive officers’ interests with those of our shareholders and is intended to promote the creation of shareholder value, without encouraging excessive risk-taking. In addition, our equity program rewards long-term stock performance.

We believe that the 2014 pay decisions are commensurate with our objectives in relation to market practice, our peer companies, performance and results for the incentive period ending in 2014. A summary of the pay actions is presented below along with additional details about the plans and the basis for decisions is presented in the subsequent sections.

Our LTIP included financial performance targets and guidelines and our 2014 Annual Bonus Plan included financial performance targets and guidelines, as well as other operational objectives. While the Company did not achieve the financial performance targets and guidelines relating to net income, net operating income (and corresponding earnings per share), return on average equity and combined ratio, it did achieve its financial performance guideline related to GAAP equity, excluding net unrealized gain and it made significant improvements over its 2013 performance. In addition, the Company achieved significant progress with respect to its other operational goals.

The following table illustrates the performance targets and guidelines established under the LTIP 2014 Annual Bonus Plan, along with the actual results:

2014 Performance Target

Annual Bonus Target Goals:

LTIP Target Goals:

Actual Results:

Net income(1)

$

28.9 million

$

31.5 million

$

28.7 million

Net operating income(2)

$

28.9 million

$

31.5 million

$

21.5 million

2014 Performance Guidelines		Guideline Goals:				Guideline Goals:				Actual Results:
Earnings per share net income(1)		$	0.58			$	0.63			$	0.57
Earnings per share net operating income(2)		$	0.58			$	0.63			$	0.43
Return on average equity(3)			7.1	%			7.7	%			6.6	%
Combined ratio (or less)(4)			99.0	%			98	%			102.1	%
GAAP Equity, excluding net unrealized gains(5)		$	422.0 million			$	424.6 million			$	422.5 million

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In evaluating the Company’s performance, the Compensation Committee also considered several Company operational objectives established by the Compensation Committee for 2014, which included: analysis and continued improvement of the Company’s capital structure and strategy; improvement to the Company’s premium to surplus net leverage ratios; execution upon a limited number of fee-based acquisition targets; maintenance of significant agent and client relationships; continued availability and management of policy issuance relationships; effective management and reorganization of the Company’s operations and expenses associated with the Company’s managed premium reductions from underperforming businesses; establishment of select retail distribution opportunities; and development of insurance products for distribution to the Company’s current agent network.

The Compensation Committee acknowledged the Company’s achievement of most of its 2014 operational goals and objectives including the following: the Company successfully managed and improved its statutory surplus; the Company maintained and improved upon the Company’s premium to surplus net leverage ratios; the Company’s agency operations completed two small agency asset purchases, whose business was integrated into our current agency operations; the Company maintained key agent relationships that positively contributed to the Company’s underwriting results; the Company effectively managed the volume and use of unaffiliated “A” paper for its business; the Company officially terminated underperforming business and completed the corresponding reduction of internal expenses associated with such business; the Company effectively reduced its internal expenses; and the Company developed and successfully implemented various retail agent appointments with respect to the Company’s energy and agricultural lines of business.

In addition, the Compensation Committee acknowledged the Company’s goal of further developing new programs, products and initiatives. The Company has continued to improve upon its marine, energy, self-defense and fitness insurance products. These initiatives are designed to diversify the Company’s product offerings and contribute to the limited growth it expects for new products and programs. The Compensation Committee viewed the Company’s continued declination of acquisition and new business opportunities as an affirmation that management will not consider opportunities that do not meet the Company’s accretion and/or profit expectations.

The information technology initiatives for the Company in 2014 included development of a strategy for consolidating the Company’s underwriting and claims systems; development and enhancement of the Company’s data warehouse for its significant lines of business; improvements to the Company’s web services for customers and agents, as well as its data storage systems and processes across various departments and offices of the Company; vendor selection toward implementation of debit card services for claimants; and outsourcing of other back room functions to improve the Company’s operating efficiency and expense ratio. In addition, the Company established goals and objectives for management to maintain and enhance its compliance with Sections 302 and 404 of the Sarbanes Oxley Act of 2002, Enterprise Risk Management process and COSO 2013.

The Compensation Committee noted that each of the information technology goals and objectives were well underway during 2014. Each of them was in various stages of development and moving toward the selection, development, testing and implementation during 2015. The Compensation Committee noted the Company maintained its compliance with Sections 302 and 404 of the Sarbanes-Oxley Act of 2002, complied with COSO Internal Control — Integrated Framework (2013) as it related to the internal controls over external financial reporting, as well as continued to integrate its Enterprise Risk Management process throughout the Company’s operations.

In addition to the above, at its February 2015 meeting, the Compensation Committee acknowledged that during 2014, management was also able to execute upon other financial and operational achievements during 2014 which include the following: the Company was able to maintain the gross written premium for the vast majority of its core business, including its commission and fee business; the Company reduced internal expenses for 2014; the Company substantially improved its net income and net operating income in 2014 as compared with 2013; the Company achieved an overall written rate increases of 6.5%; the Company

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substantially improved the calendar year combined ratio from 111.1% in 2013 to 102.1% in 2014, noting it would have been below 100%, excluding the cost associated with utilizing “A” paper of an unaffiliated insurance company; the Company adjusted staffing levels in relation to the planned reduction of gross written premium from terminated programs; and the Company reduced total internal administrative costs in 2014.

A more detailed discussion of the 2014 compensation decisions is included under VI. 2014 Compensation Decisions.

II. Compensation Objectives

Our compensation policy for the Company’s named executive officers is intended to promote, attract and retain a talented pool of management, encourage continued performance and attainment of corporate and personal goals as well as further promote our success by aligning the executive officers’ financial interests with long-term shareholder value.

We believe these objectives are accomplished by providing our executives with a competitive mix of short and long-term compensation award opportunities, by rewarding excellent performance, and by linking a significant portion of each officer’s compensation to specific, measurable performance goals.

A more detailed discussion of the 2014 compensation decisions is included under VI. 2014 Compensation Decisions.

III. Role of Compensation Committee, Compensation Consultant and Management

Compensation Committee

The Compensation Committee of the Board is, among other things, authorized by its Committee Charter (the “Charter”) to evaluate whether the Company’s management is appropriately compensated in relation to their duties, responsibilities and performance, while ensuring the compensation plans are aligned with long-term shareholder value and do not expose the Company to undue risk. The Charter authorizes the Compensation Committee to review the budget of the Company, as well as the annual performance goals and objectives for the Company, Chief Executive Officer and its executive officers, evaluate the Chief Executive Officer’s performance in relation to the goals and objectives and approve his compensation (base salary, annual bonus, long-term incentive or other equity awards). The Compensation Committee is responsible for reviewing recommendations made by the Chief Executive Officer relating to the compensation of the principal executive officers who report to the Chief Executive Officer and approving the compensation for such executive officers. In addition, the Compensation Committee is responsible for the administration of our annual bonus plan, long-term incentive plan, as described below, as well as other equity-based compensation. Finally, the Compensation Committee is authorized to periodically review our compensation philosophy relating to salaries, bonuses, long-term incentives and other equity-based compensation paid to our senior management to evaluate whether the Company remains competitive with similar companies in the insurance industry. The Compensation Committee is authorized by its Charter to retain a compensation consultant to assist the Compensation Committee with the performance of its duties, and the consultant advises the Compensation Committee. The Compensation Committee considered that over 92% of the shareholders approved the compensation paid to the executives as described in the Company’s proxy statement for the 2014 Annual Meeting. Based on such a vote, the Compensation Committee did not make any changes to the Company’s compensation program in response to the “say on pay” vote, as part of the Committee’s compensation review process.

Compensation Consultant

The Compensation Committee has utilized Pay Governance LLC as its independent compensation consultant. Pay Governance, as requested, advises the Compensation Committee with regard to the general competitive landscape and trends in compensation and executive and director compensation matters, including (i) competitive market-based salary and incentive compensation for executive officers, as well as for director compensation, (ii) incentive plan design, (iii) performance metrics, (iv) peer group selection, and (v) updates on market practices and trends in executive and director compensation. Pay Governance periodically attends meetings of the Compensation Committee and participates in the Committee’s executive sessions as well. Pay Governance is directly accountable to the Compensation Committee. The Compensation Committee retains

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Pay Governance for compensation advice and reviews all fees paid. Pay Governance’s last substantial review of the Company’s executive compensation plans and programs commenced in 2013 however no actions were taken with respect to 2014 compensation. The Compensation Committee has assessed the independence of Pay Governance pursuant to the rules of the Securities and Exchange Commission and concluded that Pay Governance’s work for the Compensation Committee does not raise any conflicts of interest. Additional information with respect to Pay Governance’s consulting work for the Compensation Committee is included under V. Factors Considered When Determining Total Compensation.

Role of the Chief Executive Officer in Determining Executive Compensation

While the Compensation Committee has the responsibility to approve and monitor all compensation for our named executive officers, our Chief Executive Officer also plays an important role in determining executive compensation. At the Compensation Committee’s request, our Chief Executive Officer assists the Compensation Committee by providing his evaluation of the performance of the executive officers who report directly to him, and recommends compensation levels for such officers. The Chief Executive Officer is not involved in recommending or setting his own compensation levels.

Officer Stock Ownership Guidelines

The Company has adopted the following stock ownership guidelines for its executive officers: (i) Chief Executive Officer — five times his base salary; (ii) Chief Financial Officer and General Counsel — three times his base salary; and (iii) all other executive officers — two times his base salary.

IV. Elements of Total Compensation

The table below summarizes the elements of our total compensation program.

Compensation Element		Key Features
Base Salary		Base salary is designed to provide a level of assured cash compensation sufficient, together with performance based incentives, to motivate executives to perform at a consistently high level. Base salary is established based on various criteria consisting of level of responsibility, corporate performance, personal contribution to our success, experience, expertise and market data for our competitors in the insurance industry. Generally, we believe executive base salaries should be set within the competitive range of salaries for executives in similar positions at comparable companies. For an experienced, consistent performing executive, the Committee has established as a general guideline plus or minus ten percent of the market median for similar positions. Merit increases or adjustments are awarded based on the foregoing criteria and the achievement of corporate and individual performance objectives, as well as for changes in the scope of an executive’s responsibilities. Salary increases were not awarded in 2014. See VI. 2014 Compensation Decisions — Base Salary below for a discussion of our 2014 salary decisions.
Annual Bonus Plan		The Company’s Annual Bonus Plan, which provides performance-based cash bonuses, has been adopted to incentivize our executive officers and other members of management to achieve our corporate performance objectives. Criteria for determining the named executive officers’ annual incentive bonus includes achievement of corporate financial performance goals and objectives, corporate operational performance, personal contribution to our success, and individual performance.

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Compensation Element		Key Features
		The Annual Bonus Plan is funded following the completion of the calendar year based upon achieving targets for net income and net operating income; performance guidelines for earnings per share for net income and net operating income, return on average equity, combined ratio and GAAP equity; as well as achievement of various operating objectives, such as, maintenance of acceptable premium to surplus net leverage ratios and new product development, compliance with Sections 302 and 404 of the Sarbanes-Oxley Act, maintenance of the Company’s enterprise risk management process, consideration of accretive programs or acquisition opportunities, etc. Amounts are allocated to executives at the discretion of the Compensation Committee, which primarily considers individual and Company performance. Each year, the Compensation Committee establishes a new target based upon prior year performance and the forecasted performance levels anticipated for the following year. The Annual Bonus Plan is a discretionary plan, which is funded from 0% up to a maximum cap of 120% of the targeted bonus pool. The amount of the bonus pool is established by aggregating the individual targets for each participant, which is a percentage of the participant’s base salary. An employee’s actual award may be above or below his or her target based upon achievement of corporate performance objectives and the employee’s individual performance for the year. The target awards for the named executive officers are reviewed and established by the Compensation Committee as a part of our competitive benchmarking study, which is performed by the Company’s compensation consultant.
		At the end of the year, the Compensation Committee reviews our performance in relation to the pre-determined performance targets and guidelines, considers attainment of significant financial, business and operational achievements and then finalizes the total bonus pool available to pay cash bonuses to the executive officers and the management team based upon achievement of our corporate goals and individual performance. Ultimately, all targets, as well as actual awards, are reviewed and approved by the Compensation Committee. After considering all of the above, the Compensation Committee funded the annual bonus pool for 2014 and below-target annual bonuses were awarded to the named executive officers for 2014 performance. See VI. 2014 Compensation Decisions — Annual Bonuses below for a discussion of our 2014 Annual Bonus Plan decisions.

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Compensation Element		Key Features
Long-Term Incentive Plan (LTIP)		The Company provides the opportunity for our named executive officers and other executives to earn a long-term incentive award under the LTIP. The LTIP is intended to provide an incentive to management to improve performance of the Company, thereby increasing long-term shareholder value. For 2014, the Company established an annual LTIP award opportunity for each named executive officer. Participants are not eligible for any award under the 2014 LTIP until after the end of the performance period, or December 31, 2014. The 2014 LTIP included both a performance and service component. For the named executive officers, seventy percent (70%) of the award opportunity was based upon achieving targets for net income and net operating income, and performance guidelines for earnings per share for net income and net operating income, return on average equity, combined ratio, and GAAP equity. The remaining thirty percent (30%) of a named executive officer’s award opportunity was based upon the service of the participant during the performance period. All awards were to be settled in Company stock. An executive’s target award opportunity, which is a percentage of his or her salary, is established at the beginning of the performance period. The Chief Executive Officer and the executive officers award payouts are capped at 160% of their respective salaries. All actual awards under the LTIP are reviewed and approved by the Compensation Committee and the Board of Directors before distribution. Each executive’s target was established by the Compensation Committee as a part of our competitive market-based study, which was performed by the Company’s compensation consultant. Named executive officers of the Company received 30% of their target award opportunity for 2014 performance. See VI. 2014 Compensation Decisions — Long-Term Incentive Plan below for a further discussion of our 2014 LTIP decisions.
Retirement Benefits		The Company provides retirement benefits to our named executive officers to encourage retirement savings in a tax-efficient manner and encourage retention. Retirement benefits are provided under our 401(k) Plan covering all eligible employees and through our Executive Nonqualified Excess Plan (the “Excess Plan”). The Excess Plan is intended to be a nonqualified deferred compensation plan. The Excess Plan allows eligible employees, including the named executive officers, to defer receipt of current compensation in order to save for retirement and other needs, as provided for in the Excess Plan. Deferred amounts are credited with earnings or losses based on the rate of return of funds selected by the participants in the plan. The Excess Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for eligible employees. While the Company does not contribute to participants’ accounts under the Excess Plan, it does provide for a $250,000 life insurance benefit to participants who satisfy the eligibility requirements for minimum funding by the participant and continued employment. Participants may defer up to 100% of salary and bonus payments. Distributions are made in either a lump sum or installments over a period not to exceed five years as chosen by the executive at the time of the deferral.
Health & Welfare Benefits		The Company provides market competitive health and welfare benefits to executives and their dependents to promote healthy living. Health and welfare benefits, including medical, dental, vision, life and disability coverage, are available to all employees.

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Compensation Element		Key Features
Severance		The Company has severance arrangements with our Chief Executive Officer, the named executive officers and other executive officers, which are provided through their employment agreements, the terms of which are described in detail in this proxy statement. The purpose of our severance arrangements is to provide a measure of financial security in the event an executive’s employment is terminated without cause and to encourage retention and dedication by our named executive officers.
Executive Perquisites		The Company provides the opportunity for our named executive officers to receive certain perquisites, such as automobile allowances and reimbursement for club membership dues. In addition, our named executive officers, as well as other employees, may occasionally receive tickets to sporting events or entertainment for personal use if the tickets are not needed for business use, for which we do not incur incremental costs. These benefits are provided as an additional incentive for our executives and to remain competitive within the marketplace for such talent. These perquisites are described in the Summary Compensation Table in this proxy statement.

V. Factors Considered When Determining Total Compensation

Meadowbrook Peer Group Compensation — our Starting Point.  When making compensation decisions, we review the target compensation of our Chief Executive Officer and other named executive officers relative to the target compensation of similarly-situated executives among comparably-sized insurance companies. This practice is often referred to as “benchmarking.” We believe benchmarks are helpful and provide an initial point of reference. Although we also use the other factors set forth below in reviewing compensation, competitive benchmarking is a starting point in our evaluation of total executive compensation.

The Compensation Committee periodically reviews market-based data compiled by its independent compensation consultant and our human resources department. This comparative information provides a basis for the evaluation of the target compensation provided to our named executive officers. Market target compensation data when presented is gathered from national published compensation surveys for similar positions at comparably-sized property and casualty insurance companies with market data regressed based upon the Company’s premiums and assets. Each compensation survey generally includes thirty to seventy participating insurance companies. The Compensation Committee then reviews the market-based data together with each officer’s job responsibilities and individual performance, internal pay equity, and performance against pre-established targets in making compensation decisions.

The Compensation Committee generally sets total compensation targets for our executives, including base salary, performance-based annual incentives, and long-term equity awards, within a competitive range (plus or minus ten percent) of the market median for the position. However, because comparative data is just one of several inputs that are used in determining executive officer compensation, pay may vary from the targeted level (generally, market median) based on various factors, including:

The Compensation Committee may also deviate from the above guidelines in circumstances that it deems appropriate, which have included when an employee was hired at a higher compensation level because of

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market conditions, the employee has assumed greater responsibilities than originally anticipated or the employee was hired as a part of an acquisition and an inherited employment agreement had previously established that employee’s compensation.

Compensation Consultant.  In 2013, for consideration in developing the 2014 compensation program, the Compensation Committee utilized Pay Governance to conduct a review of the market competitiveness of the named executive officers’ base salary and their target award opportunities for the annual bonus plan and long-term incentive plan, as well as their respective employment agreements. Pay Governance consulted with management and the Compensation Committee during the review. In 2013, Pay Governance developed a proxy pay peer group of insurance companies based upon the following: primary operations in the property and casualty business, size based on assets and premiums generally within a range of 33% to 300% of the Company and peer companies used within Institutional Shareholder Services’ analysis of the Company’s 2012 officer pay program, as well as management’s input. For the named executive officers, Pay Governance found the base salaries to be within a competitive range of the median (+/- 10%), but that the target award opportunities for the annual bonus plan and the long term incentive plan were well below the median for most positions. Pay Governance also found that the pay-related provisions within the employment agreements were generally within a competitive range of current market practices; one key exception was that change in control severance benefits were generally below market median levels. The Compensation Committee reviewed and discussed the findings of Pay Governance and decided to make no changes to the compensation and the employments agreements of the named executive officers for 2014.

Meadowbrook’s Proxy Peer Group.  The Compensation Committee reviews Meadowbrook’s peer group to evaluate whether the companies selected are appropriate. The peer group is used to review executive officer and director compensation. Regarding executive officer compensation, the peer group is used to benchmark Chief Executive Officer and named executive officer pay levels and executive pay plan practices, such as annual and long-term incentive plan design. The list below presents the peer group used by the Compensation Committee for Chief Executive Officer and named executive officer pay comparisons when conducting a review of incentive plan designs. The peer group consisted of the following twenty companies, comprising companies similar in size and revenue to the Company.

Amerisafe, Inc.		Navigators Group, Inc.
AmTrust Financial Services, Inc.		OneBeacon Insurance Group, Ltd.
Argo Group International, Ltd.		ProAssurance Group, Inc.
Donegal Group, Inc.		RLI Corp.
EMC Insurance Group, Inc		Safety Insurance Group
Employers Holdings, Inc.		Selective Insurance Group Inc.
HCC Insurance Holdings, Inc.		State Auto Financial Corp.
Infinity Property & Casualty		Stewart Information Services Corporation
Mercury General Corporation		Tower Group, Inc.
National Interstate Corporation		United Fire Group, Inc.

Internal Pay Equity

We also believe that our executive compensation program must be internally consistent in order to motivate our employees as a whole to create shareholder value. We are committed to internal pay equity and our Compensation Committee monitors, on an annual basis, the relationship between the compensation of our named executive officers, other management levels and the compensation of our non-managerial employees.

VI. 2014 Compensation Decisions

Base Salary

The Compensation Committee has used Pay Governance to assist with its review and analysis of executive compensation. This review has included an analysis of the Company’s peer group, as well as the duties and responsibilities of the named executive officers. Generally, such reviews are completed every other year. The Compensation Committee determined that it was not inclined to make any substantive changes to the structure or amounts of our named executive officers’ compensation based upon the Company’s recent operating performance.

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In February 2014, the Compensation Committee reviewed the performance of the Company, as well as that of the named executive officers. The Company did not meet its 2013 performance target for net operating income or guidelines for operating income per share, return on average equity, targeted combined ratio or tangible book value. The Company did achieve certain of its operational goals relating to its premium to policyholder surplus leverage ratio, implementation of new programs and development and implementation of additional products, compliance with the Sarbanes Oxley Act of 2002, enterprise risk management and IT enhancements. Since the Company did not achieve its 2013 financial performance targets and guidelines, the Compensation Committee approved no salary increases for the named executive officers during 2014.

Discretionary Annual Bonuses

In February 2014, the Compensation Committee established performance target bonus awards based as a percentage of salary for each named executive officer. Mr. Cubbin’s target was 80%, while the target was 50% for the other named executive officers. These targets remained unchanged from the prior year. The Committee is responsible for evaluating the performance of the Chief Executive Officer, while the Chief Executive Officer evaluates the individual performance of the other named executive officers and provides individual recommendations to the Committee with respect each named executive officer’s award.

For 2014, the Company established seven financial and operational targets and guidelines for the Company, which were used to assess the performance of the Chief Executive Officer, as well as each of the named executive officers. Generally, the goals and objectives are guidelines with the exception of net income and net operating income, which are performance targets. The performance goals and guidelines included other financial, operational and entity-wide control objectives.

The following table illustrates the performance targets and guidelines established under the 2014 Annual Bonus Plan, along with the actual results:

2014 Performance Target		Target Goals:				Actual Results:
Net income(1)		$	28.9 million			$	28.7 million
Net operating income(2)		$	28.9 million			$	21.5 million

2014 Performance Guidelines		Guideline Goals:				Actual Results:
Earnings per share net income(1)		$	0.58			$	0.57
Earnings per share net operating income(2)		$	0.58			$	0.43
Return on Average equity(3)			7.1	%			6.6	%
Combined ratio (or less)(4)			99.0	%			102.1	%
GAAP Equity, excluding net unrealized gains(5)		$	422.0 million			$	422.5 million