SAFT · Safety Insurance Group, Inc.

Safety Insurance Group, Inc. has entered into a definitive agreement to be acquired by MAPFRE U.S.A. Corp., a subsidiary of the global insurance group MAPFRE S.A., in an all-cash transaction valued at $105.00 per share. The merger will be effected through a subsidiary, Splash Merger Sub, which will merge into Safety, leaving Safety as a wholly-owned direct subsidiary of MAPFRE. The transaction has been unanimously approved by Safety's board of directors, which recommends that stockholders vote in favor of the merger. The merger is subject to customary conditions, including the approval of a majority of Safety's outstanding shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and approval from the Massachusetts Commissioner of Insurance. The parties have agreed to a 'no-shop' restriction with standard fiduciary outs, and termination fees of $46.2 million (payable by Safety under certain circumstances) and $111.8 million (payable by MAPFRE under regulatory-related terminations) are in place. MAPFRE S.A. has committed equity financing sufficient to fund the aggregate Merger Consideration and related expenses. Additionally, directors and executive officers have entered into voting agreements to support the transaction. The transaction is expected to close by July 23, 2027, with an automatic extension to January 23, 2028 if regulatory approvals are pending.