FSB Bancorp, Inc. - FORM S-1 - EX-99.7 - EXHIBIT 99.7 - March 11, 2016

Attached files

file filename
S-1 - FORM S-1 - FSB Bancorp, Inc.t1600570_s1.htm
EX-1.1 - EXHIBIT 1.1 - FSB Bancorp, Inc.t1600570_ex1-1.htm
EX-2 - EXHIBIT 2 - FSB Bancorp, Inc.t1600570_ex2.htm
EX-8.1 - EXHIBIT 8.1 - FSB Bancorp, Inc.t1600570_ex8-1.htm
EX-3.1 - EXHIBIT 3.1 - FSB Bancorp, Inc.t1600570_ex3-1.htm
EX-8.2 - EXHIBIT 8.2 - FSB Bancorp, Inc.t1600570_ex8-2.htm
EX-3.2 - EXHIBIT 3.2 - FSB Bancorp, Inc.t1600570_ex3-2.htm
EX-23.2 - EXHIBIT 23.2 - FSB Bancorp, Inc.t1600570_ex23-2.htm
EX-23.3 - EXHIBIT 23.3 - FSB Bancorp, Inc.t1600570_ex23-3.htm
EX-10.2 - EXHIBIT 10.2 - FSB Bancorp, Inc.t1600570_ex10-2.htm
EX-10.6 - EXHIBIT 10.6 - FSB Bancorp, Inc.t1600570_ex10-6.htm
EX-99.1 - EXHIBIT 99.1 - FSB Bancorp, Inc.t1600570_ex99-1.htm
EX-99.6 - EXHIBIT 99.6 - FSB Bancorp, Inc.t1600570_ex99-6.htm
EX-10.1 - EXHIBIT 10.1 - FSB Bancorp, Inc.t1600570_ex10-1.htm
EX-10.4 - EXHIBIT 10.4 - FSB Bancorp, Inc.t1600570_ex10-4.htm
EX-5 - EXHIBIT 5 - FSB Bancorp, Inc.t1600570_ex5.htm
EX-4 - EXHIBIT 4 - FSB Bancorp, Inc.t1600570_ex4.htm
EX-21 - EXHIBIT 21 - FSB Bancorp, Inc.t1600570_ex21.htm
EX-10.5 - EXHIBIT 10.5 - FSB Bancorp, Inc.t1600570_ex10-5.htm
EX-99.3 - EXHIBIT 99.3 - FSB Bancorp, Inc.t1600570_ex99-3.htm
EX-99.2 - EXHIBIT 99.2 - FSB Bancorp, Inc.t1600570_ex99-2.htm
EX-10.3 - EXHIBIT 10.3 - FSB Bancorp, Inc.t1600570_ex10-3.htm

 

Exhibit 99.7

 

REVOCABLE PROXY

 

FSB COMMUNITY BANKSHARES, INC.

SPECIAL MEETING OF SHAREHOLDERS

 

[meeting date]

 

The undersigned hereby appoints the Board of Directors of FSB Community Bankshares, Inc., a federal corporation, with full powers of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of FSB Community Bankshares, Inc. that the undersigned is entitled to vote at the Special Meeting of Shareholders (“Special Meeting”), to be held at ______________________________________, at _:__ _.m., Eastern Time, on [meeting date]. The Board of Directors is authorized to cast all votes to which the undersigned is entitled as follows:

 

      FOR   AGAINST   ABSTAIN
1. The approval of a plan of conversion and reorganization, whereby FSB Community Bankshares, MHC and FSB Community Bankshares, Inc., a federal corporation, will convert and reorganize from the mutual holding company structure to the stock holding company structure, as more fully described in the proxy statement/prospectus;     ¨   ¨   ¨
               
2. The approval of the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the plan of conversion and reorganization;   ¨   ¨   ¨
               
The following informational proposals.            
               
3a. Approval of a provision in the articles of incorporation of the new Maryland holding company of Fairport Savings Bank, FSB Bancorp, Inc. (“FSB Bancorp”), requiring a supermajority vote of stockholders to approve certain amendments to FSB Bancorp’s articles of incorporation;   ¨   ¨   ¨
               
3b. Approval of a provision in FSB Bancorp’s articles of incorporation requiring a supermajority vote of stockholders to approve stockholder-proposed amendments to FSB Bancorp’s bylaws;   ¨   ¨   ¨
               
3c. Approval of a provision in FSB Bancorp’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of FSB Bancorp’s outstanding voting stock; and   ¨   ¨   ¨

 

Such other business as may properly come before the Special Meeting.

 

 

 

 

The Board of Directors recommends a vote “FOR” each of the above-listed proposals.

 

VOTING FOR APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION WILL ALSO INCLUDE APPROVAL OF THE EXCHANGE RATIO, THE ARTICLES OF INCORPORATION AND BYLAWS OF FSB BANCORP (INCLUDING THE ANTI-TAKEOVER/LIMITATIONS ON SHAREHOLDER RIGHTS PROVISIONS AND THE ESTABLISHMENT OF A LIQUIDATION ACCOUNT FOR THE BENEFIT OF ELIGIBLE DEPOSITORS OF FAIRPORT SAVINGS BANK) AND THE AMENDMENTS TO FAIRPORT SAVINGS BANK’S ORGANIZATION CERTIFICATE TO PROVIDE FOR RESTRICTIONS ON THE OWNERSHIP OF 10% OR MORE OF FAIRPORT SAVINGS BANK’S COMMON STOCK AND A LIQUIDATION ACCOUNT FOR ELIGIBLE DEPOSITORS.

 

THE PROVISIONS OF FSB BANCORP’ ARTICLES OF INCORPORATION THAT ARE SUMMARIZED AS INFORMATIONAL PROPOSALS 3a THROUGH 3c WERE APPROVED AS PART OF THE PROCESS IN WHICH THE BOARD OF DIRECTORS OF FSB COMMUNITY BANKSHARES, INC. APPROVED THE PLAN OF CONVERSION AND REORGANIZATION. THESE PROPOSALS ARE INFORMATIONAL IN NATURE ONLY, BECAUSE FEDERAL REGULATIONS GOVERNING MUTUAL-TO-STOCK CONVERSIONS DO NOT PROVIDE FOR VOTES ON MATTERS OTHER THAN THE PLAN. WHILE WE ARE ASKING YOU TO VOTE WITH RESPECT TO EACH OF THE INFORMATIONAL PROPOSALS LISTED ABOVE, THE PROPOSED PROVISIONS FOR WHICH AN INFORMATIONAL VOTE IS REQUESTED WILL BECOME EFFECTIVE IF SHAREHOLDERS APPROVE THE PLAN, REGARDLESS OF WHETHER SHAREHOLDERS VOTE TO APPROVE ANY OR ALL OF THE INFORMATIONAL PROPOSALS.

 

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED FOR ONE OR MORE PROPOSALS, THIS PROXY, IF SIGNED, WILL BE VOTED FOR THE UNVOTED PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.

 

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

 

Should the above-signed be present and elect to vote at the Special Meeting or at any adjournment thereof and after notification to the Secretary of FSB Community Bankshares, Inc. at the Special Meeting of the shareholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of FSB Community Bankshares, Inc. at the address set forth on the Notice of Special Meeting of Shareholders, or by the filing of a later-dated proxy prior to a vote being taken on a particular proposal at the Special Meeting.

 

The above-signed acknowledges receipt from FSB Community Bankshares, Inc. prior to the execution of this proxy of a Notice of Special Meeting and the enclosed proxy statement/prospectus dated [proxy date].

 

Dated: _________________, 2016          ¨    Check Box if You Plan to Attend the Special Meeting

 

     
PRINT NAME OF SHAREHOLDER   PRINT NAME OF SHAREHOLDER

 

 

 

 

     
SIGNATURE OF SHAREHOLDER   SIGNATURE OF SHAREHOLDER

 

Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign, but only one holder is required to sign.

 

Please complete, sign and date this proxy card and return it promptly
in the enclosed postage-prepaid envelope.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING

 

The Notice of Special Meeting of Shareholders, Proxy Statement/Prospectus and Proxy Card are available at [web address].

 

 

FSB Bancorp, Inc. Reports

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