EX-99.2 4 d602976dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

SPECIAL MEETING OF SHAREHOLDERS OF

BCSB BANCORP, INC.

January 29, 2014

 

 

 

  PROXY VOTING INSTRUCTIONS  

 

 

 

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Vote via online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON - You may vote your shares in person by attending the Special Meeting.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

LOGO

 

   

 

COMPANY NUMBER

 

    
   

 

ACCOUNT NUMBER

 

   
   

 

    

 

   
 

 

iPlease detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.i

 

¢    00030303000000000000

   2    012914

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE LISTED PROPOSALS.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

                                   

FOR

 

AGAINST

 

ABSTAIN

              1.  

The approval of the Agreement and Plan of Merger between F.N.B. Corporation and BCSB Bancorp, Inc. dated as of June 13, 2013, and the transactions contemplated therein, including the merger.

 

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2.

 

 

The approval of the adjournment of the special meeting, if necessary, to permit further solicitation of proxies in favor of the merger if there are not sufficient votes at the time of the special meeting to approve the Agreement and Plan of Merger and the merger.

 

 

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              3.  

The approval of a non-binding advisory resolution approving certain compensation payable to the named executive officers of BCSB Bancorp, Inc. in connection with the merger.

 

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Should the undersigned be present and elect to vote in person at the meeting or at any adjournment thereof and after notification to the Corporate Secretary of BCSB Bancorp at the meeting of the shareholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect.

 

   
              The undersigned acknowledges receipt from BCSB Bancorp before the execution of this proxy of the Notice of Special Meeting of Shareholders and a Proxy Statement/Prospectus.

 

 

    

 
             

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

 

 

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Signature of Shareholder  

        Date:            Signature of Shareholder              Date:       

 

¢

 

Note:

   Please sign exactly as your name or names appear on this proxy. When shares are held jointly, only one registered holder need sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.   ¢


 

 

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BCSB BANCORP, INC.

 

PROXY CARD

 

SPECIAL MEETING OF SHAREHOLDERS

 

JANUARY 29, 2014

 

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

 

The undersigned hereby appoints Henry V. Kahl, William J. Loughran and John J. Panzer, Jr. and each of them, with full power of substitution, to act as proxies for the undersigned and to vote all shares of common stock of BCSB Bancorp, Inc. which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held on Wednesday, January 29, 2014 at 4:30 p.m. local time, at Baltimore County Savings Bank’s Perry Hall office located at 4208 Ebenezer Road, Baltimore, Maryland, and at any and all adjournments thereof, as follows:

 

THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED “FOR” EACH OF THE LISTED PROPOSALS. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES AS DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. PRESENTLY, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT TO THE MATTERS INCIDENT TO THE CONDUCT OF THE SPECIAL MEETING.

 

(Continued and to be signed on the reverse side)

 

 

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  14475  ¢