Affinity Bancshares (AFBI) Proxy Filing summary

Executive summary

• APCU will acquire substantially all assets and liabilities of Affinity Bank under a Purchase and Assumption Agreement announced May 30, 2024, with a shareholder vote scheduled via proxy statement mailed September 23, 2024.

• Lawsuits and demand letters from purported stockholders allege false and misleading proxy disclosures, but Affinity denies wrongdoing and is issuing supplemental proxy disclosures to avoid litigation delays.

• Supplemental disclosures provide additional detail on financial advisor analyses, including expanded tables of transaction multiples and deal value comparisons.

• Forward-looking statements highlight risks such as failure to obtain approvals, changes in economic conditions, and regulatory uncertainties that could impact the transaction's completion.

Voting matters and shareholder proposals

• Stockholders are being asked to vote on approval of the asset sale transaction and related matters at a special meeting.

• Proxy materials have been distributed, and stockholders are urged to review them before voting.

Board of directors and corporate governance

• Individual board members are named as defendants in litigation related to the proxy statement disclosures.

• The board and management deny all allegations of wrongdoing or breach of fiduciary duty.