EX-99.2 4 l85408cex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 EXHIBIT 99.2 VOTE BY TELEPHONE: Have your proxy card available when you CALL THE TOLL-FREE NUMBER 1-800-250-9081 using a Touch-Tone phone. You will be prompted to enter your control number and then you can follow the simple prompts that will be presented to you to record your vote. VOTE BY INTERNET: Have your proxy card available when you ACCESS THE WEBSITE HTTP://WWW.VOTEFAST.COM. You will be prompted to enter your control number and then you can follow the simple prompts that will be presented to you to record your vote. Ohio law allows proxy voting by electronic means. VOTE BY MAIL: Please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to: Corporate Election Services, P.O. Box 1150, Pittsburgh, Pennsylvania 15230. VOTE BY TELEPHONE Call TOLL-FREE using a Touch-Tone phone 1-800-250-9081 VOTE 24 HOURS A DAY, 7 DAYS A WEEK! Your telephone and Internet vote MUST BE RECEIVED BY 11:59 P.M. EASTERN STANDARD TIME ON FEBRUARY 21, 2001 to be counted in the final tabulation. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT SEND YOUR PROXY BY MAIL. YOUR CONTROL NUMBER IS: F PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. F ------------------------------------------------------------------------------- CAPITAL HOLDINGS, INC. REVOCABLE PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF SHAREHOLDERS ON FEBRUARY 22, 2001. The undersigned being a shareholder of Capital Holdings, Inc. ("Capital Holdings") hereby appoints John S. Szuch and Robert A. Sullivan, directors of Capital Holdings, or either one of them, with full powers of substitution, to act as proxies for the undersigned, to vote all shares of common stock of Capital Holdings which the undersigned is entitled to vote at the special meeting of shareholders (the "Meeting"), to be held at Franciscan Center, Lourdes College, 6832 Convent Blvd., Sylvania, Ohio on February 22, 2001 at 6:00 p.m., and at any and all adjournments or postponements thereof. The affirmative vote of a majority of the shares represented at the Meeting may authorize the adjournment of the Meeting; provided, however, that no proxy which is voted against the affiliation agreement and control share acquisition will be voted in favor of adjournment to solicit further proxies for the proposal. The undersigned acknowledges receipt from Capital Holdings prior to the execution of this proxy of Notice of the Meeting and a proxy statement/prospectus dated January , 2001. ............................. Signature(s) ............................. Signature(s) Please sign exactly as your name appears hereon. If shares are held jointly, each holder should sign. When signing as executor, administrator, attorney trustee or guardian, etc. please give your full title. Dated: ................, 2001 VOTE BY MAIL VOTE BY INTERNET Return your proxy Access the WEBSITE and in the POSTAGE-PAID cast your vote envelope provided HTTP://WWW.VOTEFAST.COM 2 YOUR VOTE IS IMPORTANT! IF YOU DO NOT VOTE BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR OTHERWISE TO CORPORATE ELECTION SERVICES, P.O. BOX 1150, PITTSBURGH, PA 15230, SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. CAPITAL HOLDINGS, INC. REVOCABLE PROXY -------------------------------------------------------------------------------- F PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. F ------------------------------------------------------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ADOPT THE AFFILIATION AGREEMENT AND APPROVE THE CONTROL SHARE ACQUISITION. This proxy is solicited on behalf of the board of directors of Capital Holdings. This proxy will be voted as directed, but if no instructions are specified, this proxy will be voted for the proposal stated. If any other business is presented at the Meeting, this proxy will be voted by those named in this proxy in accordance with the determination of a majority of the Board of Directors. At the present time, the Board of Directors knows of no other business to be presented at the Meeting. This proxy confers discretionary authority on the holders thereof to vote with respect to matters incident to the conduct of the Meeting. 1. Proposal to adopt an affiliation agreement dated as of October 24, 2000 between Fifth Third Bancorp and Capital Holdings and approval of the capital share acquisition by Fifth Third of more than a majority of the voting power of Capital Holdings pursuant to and in accordance with Section 1701.831 of the Ohio Revised Code. [ ] FOR [ ] AGAINST [ ] ABSTAIN