Affinity Bancshares (AFBI) Proxy Filing summary

Executive summary

• A special meeting is scheduled for November 4, 2024, to vote on the sale of substantially all assets and liabilities of the Bank to Atlanta Postal Credit Union, the dissolution and liquidation of the company, executive compensation related to the sale, and potential adjournment if more votes are needed.

• The asset sale is expected to close in Q4 2024 or Q1 2025, with estimated cash distributions to shareholders of $22.40 to $22.60 per share, subject to various assumptions and potential adjustments.

• The board unanimously recommends voting in favor of all proposals, citing strategic rationale, market conditions, and a fairness opinion from Performance Trust Capital Partners.

• The transaction is contingent on regulatory approvals and shareholder votes, with detailed procedures for voting, revocation, and participation outlined.

Voting matters and shareholder proposals

• Four proposals: approve the asset sale, approve company dissolution and liquidation, approve (advisory) executive compensation related to the sale, and approve adjournment if needed for further 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 holding 5.69% of shares have agreed to vote in favor of the sale and dissolution.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives, engaged in negotiations, and obtained a fairness opinion before unanimously approving the transaction.

• The board considered financial, strategic, regulatory, and employee impacts, as well as risks and alternatives to the sale.

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