Affinity Bancshares (AFBI) Proxy Filing summary

Executive summary

• A special meeting will seek approval for the sale of substantially all assets and liabilities of the Bank to Atlanta Postal Credit Union, followed by the dissolution and liquidation of the company, and distribution of net assets to shareholders, estimated at $22.40–$22.60 per share if completed by March 31, 2025.

• The board unanimously recommends voting in favor of all proposals, including the asset sale, company dissolution, executive compensation, and adjournment if needed.

• The transaction is contingent on regulatory approvals and shareholder votes, with a fairness opinion provided by Performance Trust Capital Partners.

• If the asset sale is not completed, the company will continue as an independent entity and no distributions will be made.

Voting matters and shareholder proposals

• Four proposals: (1) asset sale approval, (2) company dissolution and liquidation, (3) advisory vote on executive compensation, (4) adjournment if more time is needed for proxy solicitation.

• Approval of the asset sale and dissolution each requires a majority of outstanding shares; executive compensation and adjournment require a majority of votes cast.

• Directors and executive officers have entered into voting agreements to support the transaction, representing 5.69% of outstanding shares.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged in negotiations with multiple parties, and ultimately determined the transaction with Atlanta Postal was in the best interest of shareholders.

• The board considered financial, strategic, and regulatory factors, as well as the impact on employees and communities.

• The board retains the right to abandon or amend the dissolution plan prior to filing articles of dissolution.