• NOTICE OF SPECIAL MEETINGS OF POLICYHOLDERS TO VOTE ON PROPOSED MERGER

NOTICE OF SPECIAL MEETINGS OF POLICYHOLDERS TO VOTE ON PROPOSED MERGER
TO THE POLICYHOLDERS OF FRONTIER-MT. CARROLL MUTUAL INSURANCE COMPANY AND TOWNSHIP MUTUAL INSURANCE COMPANY OF SPARTA:
Notice is hereby given that at a regular meeting of the Board of Directors of Frontier-Mt. Carroll Mutual Insurance Company ("Frontier-Mt. Carroll Mutual") held on January 18, 2017, and at a regular meeting of the Board of Directors of Township Mutual Insurance Company of Sparta ("Township Mutual") held on January 17, 2017, it was determined by each said Board that a merger of Frontier-Mt. Carroll Mutual, an Illinois domestic mutual insurance company of Mt. Carroll, Illinois, and Township Mutual, an Illinois farm mutual insurance company of Baldwin, Illinois, is desirable, and the said Boards further determined to submit to a vote of policyholders of each company the question of such merger in accordance with the terms approved and recommended by the Boards, the Board of Frontier-Mt. Carroll Mutual by resolution authorizing the President to call a special meeting of the policyholders of the company which will be held on the 19th day of April, 2017, at 10:00 a.m., at Frontier-Mt. Carroll Mutual’s office, 312 North Main Street, Mt. Carroll, Illinois, and the Board of Township Mutual authorizing the President to call a special meeting of the policyholders of the company which will be held on the 12th day of April, 2017, at the hour of 7:00 p.m. at 9112 East Springview, Baldwin, Illinois, to consider and vote on the proposed terms of merger approved and recommended by the Boards as aforesaid and further to consider and act on any and all matters that may be brought before said meetings.
THEREFORE, pursuant to such actions and orders, notice is hereby given of such special meetings of policyholders to be held at the times and places aforesaid to consider and vote on the question of merger of said companies and the terms thereof. A Summary of the Proposed Agreement and Plan of Merger is as follows:
Under the terms of the proposed Agreement and Plan of Merger between Township Mutual Insurance Company of Sparta and Frontier-Mt. Carroll Mutual Insurance Company, the former company will merge with and into the latter company, which shall be the surviving company, the Agreement and Plan of Merger further providing for transfer by the former company to the latter company and acceptance by the latter company of all policies and contracts of insurance issued by the former and all assets and books and records and contracts of the former, for the assumption by the latter of all liabilities of the former, for the protection of rights of creditors and policyholders by the inclusion of a provision that such rights shall not be impaired by such merger, for the retention by any policyholder of the former company of rights under Section 168 of the Illinois Insurance Code, for the effectiveness of the Agreement only after approval thereof by the Board of Directors of each company, said approval having been given by the Board of Directors of Township Mutual Insurance Company of Sparta at a regular meeting of the Board of Directors held January 17, 2017, and by the Board of Directors of Frontier-Mt. Carroll Mutual Insurance Company at a regular meeting of the Board of Directors held on January 18, 2017, and only after the approval of the policyholders of the former company and the policyholders of the latter company and the Director of Insurance of the State of Illinois, and for such other provisions as are appropriate to the effectuation of said merger.
Said vote on the merger of said companies and the terms thereof may, at the election of any policyholder not represented in person at the aforesaid special meetings of the policyholders, be effected by proxy, in due form submitted by said policyholder and subject to proof of authenticity by the company.
Dated this 28 day of February, 2017.
Frontier-Mt. Carroll Mutual Insurance Company
By: s/ Kevin Powers Its President
Township Mutual Insurance Company of Sparta
By: s/ Robert E. Welge
Its President
Public Notice #1056 2/28-3/7-14/17
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PostedMarch 20, 2017