State Auto Financial Corporation announced that as previously disclosed on July 12, 2021, in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the ‘SEC') by State Auto Financial Corporation (‘STFC'), STFC and State Automobile Mutual Insurance Company (‘SAM'), entered into an Agreement and Plan of Merger and Combination (the ‘Merger Agreement') with Liberty Mutual Holding Company Inc. (‘LMHC'), Pymatuning Inc., a wholly-owned indirect subsidiary of LMHC (‘Merger Sub I'), and Andover Inc., a wholly-owned direct subsidiary of LMHC (‘Merger Sub II'). On March 1, 2022 (the ‘Closing Date'), upon the terms and subject to the conditions set forth in the Merger Agreement, SAM reorganized (in accordance with all applicable provisions of Sections 3913.25 to 3913.38 of the Ohio Revised Code), pursuant to a Plan of Reorganization adopted by the members and the board of directors of SAM (the ‘SAM Board'), which reorganization was effected through a merger (pursuant to Section 3913.32(A) and Section 1702.411 of the Ohio Revised Code and Section 19T(b)(ii) of Chapter 175 of the Massachusetts General Laws) of Merger Sub II with and into SAM, with SAM surviving such merger as an Ohio domiciled reorganized stock insurance subsidiary of LMHC (SAM, as so reorganized, ‘Reorganized SAM') and LMHC granted equity rights in LMHC to each SAM member upon the extinguishment of such SAM member's equity rights in SAM at the effective time of such merger (the foregoing components of one simultaneous transaction, collectively, the ‘SAM Transaction'). Simultaneously with the SAM Transaction, LMHC effected the acquisition of STFC through the merger of Merger Sub I with and into STFC (the ‘STFC Merger') with STFC surviving the STFC Merger as the surviving corporation, in accordance with Chapter 1701 of the Ohio Revised Code (the STFC Merger, together with the SAM Transaction, the ‘Transactions').

As described in the introductory note, at the effective time of the STFC Merger (the ‘Effective Time') on the Closing Date, LMHC completed its previously announced acquisition of STFC. As a result of the STFC Merger, STFC survived as a wholly-owned indirect subsidiary of LMHC. Pursuant to the Merger Agreement, at the Effective Time, Michael E. LaRocco, Robert E. Baker, Kym M. Hubbard, Michael J. Fiorile, David R. Meuse, S. Elaine Roberts, Setareh Pouraghabagher and Dwight E. Smith each ceased to be directors of STFC and members of any committee of STFC's Board of Directors.

Pursuant to the Merger Agreement, at the Effective Time, the directors of Merger Sub I immediately prior to the Effective Time became the directors of STFC.