EX-99.3 4 dex993.htm EXHIBIT 99.3 Exhibit 99.3

Exhibit 99.3

 

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STOCK ORDER AND CERTIFICATION FORM SEND OVERNIGHT PACKAGES TO: KEEFE, BRUYETTE & WOODS, INC. ASB 10 BANCORP S. Wacker Drive, Processing Suite 3400 Center Chicago, IL 60606 (877) Deadline: The Subscription Offering ends at 12:00 noon, Eastern time, on , 2011. Your original Stock Order and Certification Form, properly executed and with the correct payment, must be received by us (not postmarked) by the deadline, or it will be considered void. Orders will be accepted at the address on the top of this form, the PO Box address on the business reply envelope provided or by hand delivery to any of our full service banking locations. Faxes or copies of this form may not be accepted. ASB Bancorp, Inc. reserves the right to accept or reject improper order forms. PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE AREAS – READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS AS YOU COMPLETE THIS FORM (1) Number of Shares (2) Total Amount Due THE MINIMUM PURCHASE IS 25 SHARES ($250). Generally, no person may purchase Price Per Share more than 30,000 shares ($300,000), and no person together with an associate or group of x $10.00 = $ persons acting in concert may purchase more than 50,000 shares ($500,000). (3a) Method of Payment - Check or Money Order (4) Purchaser Information Enclosed is a personal check, bank check or money order made $ Check the one box that applies, as of the earliest date, to the purchaser(s) listed in Section 8: payable to ASB Bancorp, Inc. in the amount of: Checks will be cashed upon receipt. a. Eligible Account Holder - Check here if you were a depositor with a minimum of (3b) Method of Payment – Certificate or Savings Account Withdrawal $50 on deposit with Asheville Savings Bank as of February 28, 2010. Enter The undersigned authorizes withdrawal from the Asheville Savings Bank deposit account(s) information in Section 9 for all deposit accounts that you had at Asheville listed below. There will be no early withdrawal penalty applicable for funds authorized on this Savings Bank on February 28, 2010. form. Funds designated for withdrawal must be in the account(s) listed at the time this form is b. Supplemental Eligible Account Holder - Check here if you were a depositor with received. Asheville Savings Bank IRA accounts or accounts with check-writing privileges a minimum of $50 on deposit with Asheville Savings Bank as of June 30, 2011 but may NOT be listed for direct withdrawal below. not an Eligible Account Holder. Enter information in Section 9 for all deposit accounts that you had at Asheville Savings Bank as of June 30, 2011. Asheville Savings Bank Deposit Account Number(s) Withdrawal Amount(s) c. Other Members - Check here if you were a depositor or a borrower of Asheville $ Savings Bank at the close of business on , 2011. d. Local Community – Natural persons and trusts of natural persons who reside in $ Buncombe, Madison, McDowell, Henderson, and Transylvania counties in North Carolina Total Withdrawal Amount $ e. General Public (5) Check if you (or a household family member) are a: Director or Officer of Asheville Savings Bank or ASB Bancorp, Inc. Employee of Asheville Savings Bank or ASB Bancorp, Inc. (6) Maximum Purchaser Identification: Check here if you, individually or together with others (see section 7), are subscribing for the maximum purchase allowed and are interested in purchasing more shares if the two maximum purchase limitations are increased. See Item 1 of the Stock Order Form Instructions. (7) Associates/Acting in Concert: Check here if you, or any associates or persons acting in concert with you (defined on reverse side), have submitted other orders for shares. If you check this box, list below all other orders submitted by you or your associates or by persons acting in concert with you. Name(s) listed in Section 8 on other Order Form Number of Shares Ordered Name(s) listed in Section 8 on other Order Form Number of Shares Ordered (8) Certain Relationships: Check here if any of your immediate family members (defined on reverse side) have submitted other orders for shares. If you check this box, list below all orders by your immediate family members. Check here if a company under common control with your company has submitted other orders for shares. If you check this box, list orders by companies under common control with your company. Name(s) Number of Shares Ordered Name(s) Number of Shares Ordered (9) Stock Registration: Please PRINT legibly and fill out completely: The stock certificate and all correspondence related to this stock order will be mailed to the address provided below. See Stock Order Form Instructions for further guidance. Individual Tenants in Common Uniform Transfers to Minors Act Partnership Joint Tenants Individual Retirement Account Corporation Trust-Under Agreement Dated Name SS# or Tax ID Name SS# or Tax ID Address Daytime Telephone # City State Zip Code County Evening Telephone # (10) Qualifying Accounts: You should list any accounts that you may have or had with Asheville Savings Bank in the box below. SEE THE STOCK ORDER FORM INSTRUCTIONS FOR FURTHER DETAILS. All subscription orders are subject to the provisions of the stock offering as described in the prospectus. Attach a separate page if additional space is needed. Failure to list all of your accounts may result in the loss of part or all of your subscription rights. NAMES ON ACCOUNTS ACCOUNT NUMBERS (11) Acknowledgement, Certification and Signature: I understand that to be effective, this form, properly completed, together with full payment or withdrawal authorization, must be received by ASB Bancorp, Inc. no later than 12:00 noon, Eastern time, on _, 2011, otherwise this form and all of my subscription rights will be void. (continued on reverse side of form) *** ORDER NOT VALID UNLESS SIGNED *** ONE SIGNATURE REQUIRED, UNLESS SECTION (3b) OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL Signature Date Signature Date Internal Use Only: Date Rec’d / Check# $ Check# $ Batch# Order # Category


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201365_SOF_PC:Layout 1 7/25/2011 6:22 PM Page 2 STOCK ORDER AND CERTIFICATION FORM (7) Associates/Acting In Concert (continued from front side of Stock Order and Certification Form) Associate 1) a corporation – The term or organization “associate” of other a particular than ASB person Bancorp, means: Inc. or Asheville Savings Bank or a majority-owned subsidiary of ASB Bancorp, Inc. or Asheville of equity securities Savings Bank of such of which corporation a person or organization; is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class 2) 3) any a trust person or other who estate is related in which by blood a person or marriage has a substantial to such person beneficial and interest who lives or as in the to which same a home person as serves such person as a trustee or who or is a fiduciary; a director and or senior officer of ASB Bancorp, Inc. or Asheville Savings Bank or any of their subsidiaries. 1) Acting knowing in Concert participation – The term in “acting a joint in activity concert” or interdependent means: conscious parallel action towards a common goal whether or not by an express 2) or agreement a combination or understanding; or pooling of voting or other interests in the securities of an issuer for a common purpose under any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. In with general, that other a person party .who We acts may in presume concert that with certain another persons party will are also acting be deemed in concert to be based acting upon, in concert among with other any things, person joint who account is also acting relationships in concert or the the Securities fact that persons and Exchange share a Commission common address with respect (whether to or other not companies related by .blood For purposes or marriage) of the or plan may of have conversion, filed joint our Schedules directors 13D are not or 13G deemed with to be acting in concert solely by reason of their Board membership. have Please sole see discretion the Prospectus to determine for more whether information prospective on purchase purchasers limitations are “associates” and a more or detailed “acting in description concert.” of “associates” and “acting in concert.” We (8) Certain Relationships stepsister, Immediate son, Family daughter, Member stepson, – The term stepdaughter, “immediate grandparent, family member” grandson, means granddaughter, your father, mother, father stepfather, -in-law, mother stepmother, -in-law, brother brother, -in sister, -law, sister stepbrother, -in-law, son-in-law, daughter-in-law, the spouse of any of the foregoing, and your spouse. (10) Acknowledgement, Certification and Signature (continued from front side of Stock Order Form) Inc I agree .’s consent, that after and receipt that if by withdrawal ASB Bancorp, from a Inc deposit ., this account Stock Order has been and Certification authorized, the Form authorized and may amount not be will modified not otherwise or cancelled be available without for ASB withdrawal Bancorp, . Under complete, penalty and (2) of perjury, I am not Isubject certify to that backup (1) the withholding Social Security tax [cross or Tax out ID (2) information if you have and been all notified other by information the IRS that provided you are hereon subject are to backup true, correct withhold and - ing purchase .] I acknowledge limitation for that any my person order or does entity not together conflict with with the associates maximum of, purchase or persons limitation acting in of concert $300,000 with, for such any person, individual or entity, person, in or all $ categories 500,000 overall of the offering, combined, as set forth in the Prospectus dated , 2011. Subscription transferring or rights entering pertain into to any those agreement eligible directly to subscribe or indirectly in the to Subscription transfer the legal Offering or beneficial . Federal ownership regulations of prohibit conversion any subscription person from rights, or the underlying securities, to the account of another. regarding Under penalty the sale of perjury, of such I certify shares, that or my I am right purchasing to subscribe shares for solely shares for . my own account and that there is no agreement or understanding AND I ACKNOWLEDGE ARE NOT GUARANTEED THAT THE SHARES BY ASB BANCORP, OF COMMON INC STOCK . OR ASHEVILLE ARE NOT A SAVINGS DEPOSIT BANK OR ACCOUNT OR BY THE AND FEDERAL ARE NOT GOVERNMENT FEDERALLY .INSURED, If information anyone asserts center that at (877) the shares of common - stock are . federally insured or guaranteed, or are as safe as an insured deposit, I should call the Stock I the further terms certify and conditions that, before described purchasing in the the Prospectus, common stock including of ASB disclosure Bancorp, concerning Inc., I received the nature the Prospectus of the security dated being offered , 2011, and and the that risks I have involved read in the investment described in the “Risk Factors” section beginning on page , which risks include but are not limited to the following: 1 2. . Significant Our commercial loan losses lending could activities require have us exposed to increase us our to losses allowance in recent for loan periods losses and through our continued a charge emphasis to earnings on.commercial lending may expose us to future lending risks. 3. which A continuation may negatively or worsening impact of our national financial and condition local economic and results conditions of operations could. result in increases in our level of non-performing loans and/or reduce demand for our products and services, 4 5. . The Changes geographic in interest concentration rates may of hurt our our loan profits portfolio and asset and lending value. activities makes us vulnerable to a downturn in the local economy. 6. effectively Our business . strategy includes moderate growth plans, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth 7. regulations Financial reform that are legislation expected recently to increase enacted our by costs Congress of operations will, among . other things, tighten capital standards, create a new Consumer Financial Protection Bureau and result in new laws and 8 9. . We We operate may have in credit a highly risk regulated in our investment environment and and mortgage we may -backed be adversely securities affected portfolio by. changes in laws and regulations. 10 . than If we our continue loan portfolio to experience . reduced loan demand, we will be required to invest a significant percentage of the offering proceeds in investment securities, which typically have a lower yield 11 12. . Increased Strong competition and/or special within Federal our market Deposit area Insurance could hurt Corporation our profits and assessments slow growth will . hurt our earnings. 13 14. . Our There stock may price be a may limited decline market when for our trading common commences stock, which . may adversely affect our stock price. 15 16. . Additional Additional expenses expences following following the the offering offering from from operating the implementation as a public of company new equity will benefit adversely plans affect will adversely our profitability affect. our profitability. 17 18. . Our We have low return broad on discretion equity may in allocating negatively the impact proceeds the value of the of offering our common . Our failure stock .to effectively utilize such proceeds would reduce our profitability. 19 20. . A Issuance significant of shares percentage for benefit of our programs common may stock dilute will be your held ownership or controlled interest by our . directors and executive officers and benefit plans. 21. The articles of incorporation and bylaws of ASB Bancorp, Inc. and certain regulations may prevent or make more difficult certain transactions, including a sale or merger of ASB Bancorp, Inc. UNDER EXECUTION THE SECURITIES OF THIS CERTIFICATION ACT OF 1933 AND FORM THE WILL SECURITIES NOT CONSTITUTE EXCHANGE A WAIVER ACT OF 1934, OF ANY BOTH RIGHTS AS AMENDED THAT A. PURCHASER MAY HAVE


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201365_SOF_PC:Layout 1 7/25/2011 6:22 PM Page 3 Asheville Savings Bank REVOCABLE PROXY [ TEXT TO BE PROVIDED BY COUNSEL] (Continued and to be marked, dated and signed on other side) Detach the proxy voting card here Please Vote Each Proxy Card you Receive in this package. Not Voting has the Same Effect as a Vote “Against” the Plan of Conversion. Vote by Internet or Telephone 24 Hours a Day, 7 Days a Week, Until, Eastern Time, on nI ter en t T le pe oh en M ia l www.proxyvotenow.com/asheville 1-866-818-9387 Use the Internet to vote your proxy. Have your Use any touch-tone telephone to vote Mark, sign and date your Proxy Card in hand when you access the your proxy. Have your Proxy Card in Proxy Card and return website. You will be prompted to enter your hand when you call. You will be it in the postage-paid control number, located in the box above, to prompted to enter your control Proxy Card reply create and submit an electronic ballot. number, located in the box above, envelope provided. and then follow the directions given. If you vote your proxy by Internet or by Telephone, you do NOT need to return your proxy card(s) by mail. Each Proxy Card has a unique control number. If you choose to vote by Internet or by Telephone, please enter the control number from each Proxy Card. A detachable Stock Order Form is on the facing page.


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201365_SOF_PC:Layout 1 7/25/2011 6:22 PM Page 4 REVOCABLE PROXY Asheville Savings Bank [TEXT TO BE PROVIDED BY COUNSEL] IMPORTANT: PLEASE VOTE, DATE AND SIGN ALL PROXIES AND RETURN IN THE ENCLOSED ENVELOPE. Detach the proxy voting card here Please Vote Each Proxy Card you Receive in this package. Not Voting has the Same Effect as a Vote “Against” the Plan of Conversion. Vote by Internet or Telephone 24 Hours a Day, 7 Days a Week, Until, Eastern Time, on I tn er en t Te el p oh en M ia l www.proxyvotenow.com/asheville 1-866-818-9387 Use the Internet to vote your proxy. Have your Use any touch-tone telephone to vote Mark, sign and date your Proxy Card in hand when you access the your proxy. Have your Proxy Card in Proxy Card and return website. You will be prompted to enter your hand when you call. You will be it in the postage-paid control number, located in the box above, to prompted to enter your control Proxy Card reply create and submit an electronic ballot. number, located in the box above, envelope provided. and then follow the directions given. If you vote your proxy by Internet or by Telephone, you do NOT need to return your proxy card(s) by mail. Each Proxy Card has a unique control number. If you choose to vote by Internet or by Telephone, please enter the control number from each Proxy Card. A detachable Stock Order Form is on the facing page.