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 April 27, 2015, at 2:00 p.m. 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 $20,000 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 23, 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: