Affinity Bancshares (AFBI) Proxy Filing summary

Executive summary

• Atlanta Postal Credit Union will acquire substantially all assets and assume most liabilities of Affinity Bank under a Purchase and Assumption Agreement, with an estimated purchase price of $159.8 million, subject to adjustments at closing.

• The transaction is expected to close in Q4 2024 or Q1 2025, pending regulatory and shareholder approvals and other customary conditions.

• Affinity Bancshares and Affinity Bank will dissolve and distribute remaining cash to shareholders after the transaction is completed.

• The agreement includes customary representations, warranties, and covenants, and provides for a $6.39 million termination fee under certain circumstances.

• Forward-looking statements highlight risks such as regulatory approval, shareholder votes, and market conditions.

Voting matters and shareholder proposals

• Affinity shareholders will vote on the approval of the transaction at a special meeting, with proxy materials to be distributed in advance.

• Directors and executive officers of Affinity are participants in the proxy solicitation.

• The board of directors of Affinity recommends approval of the agreement and transaction to shareholders.

Board of directors and corporate governance

• The boards of Affinity, Affinity Bank, and APCU unanimously approved the agreement.

• Directors of Affinity who are shareholders have entered into voting agreements to support the transaction.

• The agreement outlines procedures for board and committee meeting access and transition support post-closing.