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You are cordially invited to attend a special meeting (the âSpecial
You are cordially invited to attend a special meeting (the âSpecial
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SUMMARY TERM SHEETExcept as o<strong>the</strong>rwise specifically noted in this proxy statement, <strong>the</strong> ‘‘Company,’’ ‘‘we,’’ ‘‘our,’’ ‘‘us’’ andsimilar words in this proxy statement refer <strong>to</strong> Harleysville Group Inc. In addition, we refer <strong>to</strong> HarleysvilleMutual Insurance Company as ‘‘Harleysville Mutual,’’ <strong>to</strong> Nationwide Mutual Insurance Company as‘‘Nationwide Mutual,’’ and <strong>to</strong> Nationals Sub, Inc. as ‘‘Merger Sub.’’ In addition, when we use <strong>the</strong> term‘‘Harleysville’’ we refer collectively <strong>to</strong> <strong>the</strong> Company, Harleysville Mutual and <strong>the</strong> respective insurancesubsidiaries of each.This summary term sheet highlights only selected information from this proxy statement relating <strong>to</strong> <strong>the</strong>Merger (as defined below) of Merger Sub in<strong>to</strong> <strong>the</strong> Company and may not contain all of <strong>the</strong> informationabout <strong>the</strong> Merger and related transactions that is important <strong>to</strong> you as a Company s<strong>to</strong>ckholder. Accordingly,we encourage you <strong>to</strong> c<strong>are</strong>fully read this entire document, including <strong>the</strong> appendices and <strong>the</strong> documents <strong>to</strong>which we have referred you, including <strong>the</strong> Agreement and Plan of Merger, dated September 28, 2011, by andamong <strong>the</strong> Company, Harleysville Mutual, Nationwide Mutual, and Merger Sub, as it may be amended fromtime <strong>to</strong> time (which we refer <strong>to</strong> in this proxy statement as <strong>the</strong> ‘‘Merger Agreement’’) attached as Appendix A.The information contained in this summary term sheet is qualified by <strong>the</strong> more detailed informationcontained in this proxy statement. Page references <strong>are</strong> included in p<strong>are</strong>n<strong>the</strong>ses <strong>to</strong> direct you in <strong>the</strong> proxystatement <strong>to</strong> a more complete discussion of <strong>the</strong> <strong>to</strong>pics presented in this summary.The Parties <strong>to</strong> <strong>the</strong> Merger Agreement (page 23)Harleysville GroupHarleysville Group Inc.355 Maple AvenueHarleysville, Pennsylvania 19438Telephone: (215) 256-5000We <strong>are</strong> an insurance holding company headquartered in Pennsylvania which, <strong>to</strong>ge<strong>the</strong>r with oursubsidiaries, engages in <strong>the</strong> property and casualty insurance business on a regional basis in <strong>the</strong> UnitedStates. We <strong>are</strong> a Delaw<strong>are</strong> corporation formed by Harleysville Mutual in 1979 as a wholly ownedsubsidiary. In May 1986, we completed an initial public offering of our common s<strong>to</strong>ck, reducing <strong>the</strong>percentage of outstanding sh<strong>are</strong>s owned by Harleysville Mutual <strong>to</strong> approximately 70%. In April 1992,Harleysville Mutual completed a secondary public offering of a portion of <strong>the</strong> Company’s commons<strong>to</strong>ck <strong>the</strong>n owned by it, fur<strong>the</strong>r reducing <strong>the</strong> percentage of outstanding sh<strong>are</strong>s owned by HarleysvilleMutual. On September 28, 2011, Harleysville Mutual owned approximately 53.5% of <strong>the</strong> Company’soutstanding sh<strong>are</strong>s of common s<strong>to</strong>ck.Harleysville MutualHarleysville Mutual Insurance Company355 Maple AvenueHarleysville, Pennsylvania 19438Telephone: (215) 256-5000Harleysville Mutual is a mutual insurance company headquartered in Pennsylvania which, <strong>to</strong>ge<strong>the</strong>rwith its subsidiaries, engages in <strong>the</strong> property and casualty insurance business on a regional basis in <strong>the</strong>United States. The Company, Harleysville Mutual and <strong>the</strong>ir subsidiaries operate <strong>to</strong>ge<strong>the</strong>r <strong>to</strong> pursue astrategy of underwriting a broad array of commercial and personal coverages. These insurancecoverages <strong>are</strong> marketed primarily in <strong>the</strong> eastern and midwestern United States through approximately1,300 insurance agencies. Regional offices <strong>are</strong> maintained in Georgia, Illinois, Indiana, Maryland,Massachusetts, Michigan, Minnesota, New Jersey, New York, North Carolina, Pennsylvania, Tennessee,and Virginia.1