Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - LIMESTONE BANCORP, INC. | a52431697ex99_1.htm |
| EX-4 - EXHIBIT 4 - LIMESTONE BANCORP, INC. | a52431697ex4.htm |
| 8-K - LIMESTONE BANCORP, INC. 8-K - LIMESTONE BANCORP, INC. | a52431697.htm |
Exhibit 3
Articles of Amendment to the
Articles of Incorporation of
Limestone Bancorp, Inc.
Pursuant to the provisions of KRS Section 271B.10-060, Articles of Amendment to the Articles of Incorporation of Limestone Bancorp, Inc., a
Kentucky corporation, are hereby adopted:
1. The name of the corporation is Limestone Bancorp, Inc.
2. Article VIII of the corporation’s Amended and Restated Articles of Incorporation is amended to extend the outside expiration date in Article VIII from May 23, 2021 to May 19, 2024. As amended, the definition of
“Expiration Date” in Section 1(i) of Article VIII of the Amended and Restated Articles of Incorporation is amended to read in its entirety as follows:
(i) “Expiration Date” means the earlier of (i) the close of business on May 19, 2024, (ii) the repeal of Section 382 of the Code or any successor statute if the Board of
Directors determines that this Article VIII is no longer necessary or desirable for the preservation of Tax Benefits, (iii) the close of business on the first day of a taxable year of the Corporation as to which the Board of Directors determines
that no Tax Benefits may be carried forward or (iv) such date as the Board of Directors shall fix in accordance with Section 12 of this Article VIII.
3. The amendment does not provide for an exchange, reclassification, or cancellation of issued shares.
4. The amendment was adopted on May 19, 2021.
5. The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group indisputably represented
at the meeting of shareholders at which the amendment was approved by shareholders were as follows:
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Designation of voting group:
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Common Shares
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Non-Voting
Common Shares |
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Number of outstanding shares:
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6,594,499
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1,000,000
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Number of votes entitled to be cast:
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6,594,499
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1,000,000
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Number of votes indisputably represented:
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6,005,938
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1,000,000
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Number of undisputed votes cast for the amendment:
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3,822,544
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1,000,000
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The total number of undisputed votes cast for the amendment by each voting group was sufficient for approval by that voting group.
These Articles of Amendment to the Articles of Incorporation of Limestone Bancorp, Inc. are executed as of the 19th day of May,
2021.
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LIMESTONE BANCORP, INC.
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By: /s/ John T. Taylor
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Name: John T. Taylor
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Title: President and Chief Executive Officer
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