Market Overview

Kemper and Infinity Shareholders Approve Proposals Related to Pending Merger


Kemper Corporation (NYSE:KMPR) and Infinity Property and Casualty
Corporation (NASDAQ:IPCC) announced that, during an annual meeting of
Kemper's shareholders held today in Chicago and a special meeting of
Infinity's shareholders held today in Birmingham, the companies'
respective shareholders approved proposals related to the previously
announced merger agreement under which Kemper will acquire Infinity.

The proposals received overwhelming shareholder support, with 99.1% of
the shares of Kemper common stock voted at Kemper's annual meeting
voting to approve a proposal to issue shares of Kemper common stock
pursuant to the merger agreement, and 99.9% of the shares of Infinity
common stock voted at Infinity's special meeting voting to approve a
proposal to adopt the merger agreement.

"Today's vote is an important milestone toward completing our
transaction to form a leader in auto insurance, particularly specialty
auto, and create significant value for both Infinity and Kemper
shareholders," said Joseph P. Lacher, Jr., Kemper's President and Chief
Executive Officer. "I'm pleased with the tremendous support our
shareholders have shown for our transaction, and for the commitment
associates on both sides have demonstrated to our integration planning
efforts as we work to create a combined company that will deliver
enhanced products, service and performance to all our stakeholders."

Glen N. Godwin, Infinity Chief Executive Officer, added, "We'd like to
thank our shareholders who have demonstrated their support for the
merger with Kemper and what it means for the markets we serve. Today's
vote was an important step in creating a stronger company for the
benefit of our customers, employees, shareholders and the communities we

The pending transaction, first announced on February 13, 2018, is
expected to close in the third quarter of 2018, and remains subject to
fulfillment or waiver of certain additional closing conditions,
including receipt of regulatory clearances and approvals.

About Kemper Corporation

The Kemper family of companies is one of the nation's leading insurers.
With $8 billion in assets, Kemper is improving the world of insurance by
offering personalized solutions for individuals, families and
businesses. Kemper's businesses collectively:

  • Offer insurance for home, auto, life, health and valuables
  • Service six million policies
  • Represented by 20,000 agents and brokers
  • Employ 5,550 associates dedicated to providing exceptional service
  • Licensed to sell insurance in 50 states and the District of Columbia

Learn more about Kemper.

About Infinity Property and Casualty Corporation

Infinity Property and Casualty Corporation (NASDAQ:IPCC) is a national
provider of automobile insurance with a concentration on nonstandard
auto insurance. Its products are offered through a network of
approximately 10,600 independent agencies and brokers. For more
information about Infinity, please visit

Cautionary Statements Regarding Forward-Looking Information

This communication may contain or incorporate by reference statements or
information that are, include or are based on forward-looking statements
within the meaning of the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
give expectations, intentions, beliefs or forecasts of future events or
otherwise for the future, and can be identified by the fact that they
relate to future actions, performance or results rather than relating
strictly to historical or current facts. Words such as "believe(s),"
"goal(s)," "target(s)," "estimate(s)," "anticipate(s)," "forecast(s),"
"project(s)," "plan(s)," "intend(s)," "expect(s)," "might," "may,"
"could" and variations of such words and other words and expressions of
similar meaning are intended to identify such forward-looking
statements. However, the absence of such words or other words and
expressions of similar meaning does not mean that a statement is not

Any or all forward-looking statements may turn out to be wrong, and,
accordingly, readers are cautioned not to place undue reliance on such
statements. Forward-looking statements involve a number of risks and
uncertainties that are difficult to predict, and are not guarantees or
assurances of future performance. No assurances can be given that the
results and financial condition contemplated in any forward-looking
statements will be achieved or will be achieved in any particular
timetable. Forward-looking statements involve a number of risks and
uncertainties that are difficult to predict, and can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties
that may be important in determining actual future results and financial
condition. The general factors that could cause actual results and
financial condition to differ materially from those expressed or implied
include, without limitation, the following: (a) the satisfaction or
waiver of the conditions precedent to the consummation of the proposed
merger transaction involving Kemper Corporation ("Kemper"), a
wholly-owned subsidiary of Kemper and Infinity Property and Casualty
Corporation ("Infinity"), including, without limitation, the receipt of
regulatory approvals (including approvals, authorizations and clearances
by insurance regulators necessary to complete such proposed merger
transaction) on the terms desired or anticipated (and the risk that such
approvals may result in the imposition of conditions that could
adversely affect the combined company or the expected benefits of such
proposed merger transaction); (b) unanticipated difficulties or
expenditures relating to such proposed merger transaction; (c) risks
relating to the value of the shares of Kemper's common stock to be
issued in such proposed merger transaction; (d) disruptions of Kemper's
and Infinity's current plans, operations and relationships with third
persons caused by the announcement and pendency of such proposed merger
transaction, including, without limitation, the ability of the combined
company to hire and retain any personnel; (e) legal proceedings that may
be instituted against Kemper and Infinity in connection with such
proposed merger transaction; and (f) those factors listed in annual,
quarterly and periodic reports filed by Kemper and Infinity with the
Securities and Exchange Commission (the "SEC"), whether or not related
to such proposed merger transaction.

Kemper and Infinity assume no, and expressly disclaim any, duty or
obligation to update or correct any forward-looking statement as a
result of events, changes, effects, states of facts, conditions,
circumstances, occurrences or developments subsequent to the date of
this communication or otherwise, except as required by law. Readers are
advised, however, to consult any further disclosures Kemper and Infinity
make on related subjects in its filings with the SEC.

Additional Information About the Transaction and Where to Find It

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. This communication relates to the proposed merger
transaction involving Kemper, a wholly-owned subsidiary of Kemper and
Infinity, among other things. In connection therewith, Kemper filed with
the SEC a Registration Statement on Form S-4 that includes a definitive
joint proxy statement of Kemper and Infinity and also constitutes a
definitive prospectus of Kemper, and each of Kemper and Infinity may be
filing with the SEC other documents regarding the proposed transaction.
Kemper and Infinity commenced mailing of the definitive joint proxy
statement/prospectus to Kemper's shareholders and Infinity's
shareholders on April 30, 2018. BEFORE MAKING ANY INVESTMENT
Investors and securityholders may obtain free copies of the definitive
joint proxy statement/prospectus, any amendments or supplements thereto
and other documents filed with the SEC by Kemper and Infinity through
the website maintained by the SEC at
Copies of the documents filed with the SEC by Kemper are available free
of charge under the "Investors" section of Kemper's website located at
or by contacting Kemper's Investor Relations Department at 312.661.4930
Copies of the documents filed with the SEC by Infinity are available
free of charge under the "Investor Relations" section of Infinity's
website located at
or by contacting Infinity's Investor Relations Department at
205.803.8186 or

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