EX-99.1 6 ex99-1.txt FORM OF PROXY RE: M&T BANK CORPORATION 1 Exhibit 99.1 M&T BANK CORPORATION FOR SPECIAL MEETING OF SHAREHOLDERS , 2000 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints , and , or any of them, as proxies, with full power of substitution, to vote all shares of Common Stock of M&T Bank Corporation, which the undersigned is entitled to vote at the , 2000 Special Meeting of Shareholders, or at any adjournments or postponements thereof, as follows: (To be Completed and Signed on Reverse Side) 2 SPECIAL MEETING OF SHAREHOLDERS OF M&T BANK CORPORATION , 2000 INSTRUCTIONS FOR VOTING BY PROXY Stockholders of record have two alternative ways of voting their proxies: 1. By Mail (traditional method); or 2. By Telephone (using a Touch-Tone Phone). Your telephone vote authorizes the named proxies to vote your share in the same manner as if you marked, signed, and returned your proxy card. Please note all votes cast via the telephone must be cast prior to 3:00 p.m. E.D.T., , 2000. It's fast, convenient, and immediate! Call Toll-Free on a Touch-Tone Phone 1-877-PRX-VOTE (1-877-779-8683) ------------------------------------------------ Follow these four easy steps: 1. Read the accompanying Proxy Statement and Proxy Card. 2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683). 3. Enter your 14-digit Control Number located on your Proxy Card above your name. 4. Follow the recorded instructions. ------------------------------------------------ YOUR VOTE IS IMPORTANT! CALL 1-877-PRX-VOTE ANYTIME IT IS NOT NECESSARY TO RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE PLEASE NOTE THAT THE LAST VOTE RECEIVED, WHETHER BY TELEPHONE OR BY MAIL, WILL BE THE VOTE COUNTED. 3 Please Detach and Mail in the Envelope Provided ----------------------------------------------- Please mark your [X] vote as in this example. MANAGEMENT RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS BELOW: 1. Approval of the Agreement and Plan of FOR AGAINST ABSTAIN Reorganization, dated as of May 16, 2000, / / / / / / by and among M&T Bank Corporation, Keystone Financial, Inc., and Olympia Financial Corp., a wholly-owned subsidiary of M&T Corporation, and the related Agreement and Plan of Merger, dated as of May 16, 2000, by and between Keystone Financial, Inc. and Olympia Financial Corp. and joined in by M&T Bank Corporation, providing, among other things, for the merger of Keystone Financial, Inc., with and into Olympia Financial Corp. and the issuance of up to 1,725,000 shares of M&T Bank Corporation Common Stock. 2. Authorization of a Certificate of / / / / / / Amendment to the Certificate of Incorporation of M&T Bank Corporation providing for an increase in the number of authorized shares of M&T Common Stock from 15,000,000 to 150,000,000, a 10-for-1 split in the number of shares of M&T Common Stock and a reduction in the par value of M&T Common Stock from $5.00 per share to $0.50 per share. 3. To vote in their discretion on such other matters as may properly come before the meeting or any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted FOR Items 1 and 2. SIGNATURE(S) __________________________________ DATE ___________________, 2000 Note: Please sign exactly as name appears hereon. For joint accounts, each joint owner should sign. When signing as attorney, executor, administrator, trustee or guardian, please give your full title as such. If a corporation, please sign the full corporate name by President or other authorized officer, giving your full title as such. If a partnership, please sign in the partnership name by authorized person, giving your full title as such. PLEASE MARK, DATE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.