ADD EXHB 12 tm2121328d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

AMERICAN CAPITAL BANCORP

770 3rd Avenue SW

Carmel, IN 46032

 

REVOCABLE PROXY

 

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

 

The undersigned hereby appoint(s) Bruce Cordingley and Douglas Boggs, Jr. and each of them individually, as attorneys and proxies of the undersigned, each with full power of substitution, to represent and to vote all of the shares of common stock of American Capital Bancorp (“ACB”) that the undersigned is entitled to vote at the Special Meeting of Shareholders (“Special Meeting”), with all powers which the undersigned would possess if personally present at the Special Meeting, to be held at ACB’s main office, 770 3rd Avenue SW, Carmel, IN 46032, on [●], 2021 at [●], local time, or at any adjournment or postponement thereof.

 

The Board of Directors of ACB recommends that you vote “FOR” Proposals 1 and 2.

 

1.To approve and adopt the Amended and Restated Agreement and Plan of Merger, dated to be effective as of July 8, 2021, by and among Fidelity Federal Bancorp (“FFED”), Affiliation Subsidiary, Inc., a wholly-owned subsidiary of FFED (“Merger Sub”), and ACB, pursuant to which Merger Sub will merge with and into ACB, with ACB as the surviving corporation and as a wholly-owned subsidiary of FFED, as more fully described in the accompanying proxy statement/offering circular (the “Merger Proposal”).

 

  ¨ FOR ¨ AGAINST ¨ ABSTAIN  

 

2.To approve one (1) or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal.

 

  ¨ FOR ¨ AGAINST ¨ ABSTAIN  

 

3.Such other matters which may properly be presented at the Special Meeting or any adjournment or postponement of the Special Meeting.

 

IF PROPERLY EXECUTED AND RETURNED TO ACB, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND 2. ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF ACB. AT THIS TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING. THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.

 

The undersigned hereby revokes any and all proxies with respect to such shares heretofore given by the undersigned. The undersigned acknowledges receipt of the Notice of Special Meeting of Shareholders and the proxy statement relating to the Special Meeting.

 

Please sign your name exactly as it appears on the label affixed. When shares are held by two or more persons as co-owners, both or all should sign. When signing as attorney, executor, administrator, trustee, guardian, or in another fiduciary capacity or representative capacity, please give full title as such. If a corporation, limited liability company, or partnership, please sign in full corporate, company, or partnership name by authorized officer.

 

PLEASE PROMPTLY COMPLETE, SIGN, AND DATE, AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.

 

Dated:   , 2021  
  Signature
   
   
  Signature, if held jointly
   
   
  Printed name(s)