Affinity Bancshares (AFBI) Proxy filing summary

Executive summary

• A special meeting will be held virtually for shareholders to vote on a merger agreement involving the company, Affinity Bank, Fidelity BancShares, Fidelity Bank, and TFB Merger Subsidiary, with the expectation to close in Q3 2026.

• Shareholders will receive $23.00 per share in cash, subject to downward adjustment if the company's equity falls below a set threshold at closing.

• The board unanimously recommends voting in favor of the merger, executive compensation, and adjournment proposals.

• Performance Trust Capital Partners provided a fairness opinion, stating the merger consideration is fair from a financial perspective.

Voting matters and shareholder proposals

• Three proposals: (1) approval of the merger, (2) advisory vote on executive compensation related to the merger, and (3) adjournment/postponement of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; compensation and adjournment proposals require a majority of votes cast.

• Directors and executive officers have entered into support agreements to vote their shares in favor of the merger.

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 merger was in the best interest of shareholders.

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