Exhibit 99.7
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FIRST SEACOAST BANCORP
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER ___, 2022
The undersigned hereby appoints __________, __________ and ___________, and each of them individually, with full powers of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of First Seacoast Bancorp that the undersigned is entitled to vote at the Special Meeting of Stockholders, to be held at ____________, located at ______________, Dover, New Hampshire, at ___:___ ___.m., Eastern time, on December ____, 2022, as follows:
FOR | AGAINST | ABSTAIN | ||||
1. The approval of the Plan of Conversion and Reorganization pursuant to which: (i) First Seacoast Bancorp, MHC and First Seacoast Bancorp will convert and reorganize from the mutual holding company structure to the stock holding company structure; (ii) First Seacoast Bancorp, Inc., a Maryland corporation, will become the holding company for First Seacoast Bank; (iii) the outstanding shares of common stock of First Seacoast Bancorp, other than those owned by First Seacoast Bancorp, MHC, will be exchanged for shares of common stock of First Seacoast Bancorp, Inc.; and (iv) First Seacoast Bancorp, Inc. will offer for sale shares of its common stock in a subscription offering, and, if necessary, a community offering and/or syndicated community offering; and | ☐ | ☐ | ☐ | |||
2. The approval of the adjournment of the Special Meeting of Stockholders, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting of Stockholders to approve the Plan of Conversion and Reorganization; and | ☐ | ☐ | ☐ | |||
The following informational proposals: | ||||||
3. The approval of a provision in First Seacoast Bancorp, Inc.’s Articles of Incorporation requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation; and | ☐ | ☐ | ☐ | |||
4. The approval of a provision in First Seacoast Bancorp, Inc.’s Articles of Incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to First Seacoast Bancorp, Inc.’s Bylaws; and | ☐ | ☐ | ☐ | |||
5. The approval of a provision in First Seacoast Bancorp, Inc.’s Articles of Incorporation to limit the voting rights of shares beneficially owned in excess of 10% of First Seacoast Bancorp, Inc.’s outstanding voting stock; and | ☐ | ☐ | ☐ |
Such other business that may properly come before the Special Meeting of Stockholders.
The Board of Directors unanimously recommends a vote “FOR” all of the above proposals.
THE PROVISIONS OF FIRST SEACOAST BANCORP, INC.’S ARTICLES OF INCORPORATION THAT ARE SUMMARIZED AS INFORMATIONAL PROPOSALS 3 THROUGH 5 WERE UNANIMOUSLY APPROVED BY THE BOARD OF DIRECTORS OF FIRST SEACOAST BANCORP AS PART OF THE PROCESS BY WHICH THE BOARD OF DIRECTORS APPROVED THE PLAN OF CONVERSION AND REORGANIZATION. THESE PROPOSALS ARE INFORMATIONAL ONLY, BECAUSE FEDERAL REGULATIONS GOVERNING MUTUAL-TO-STOCK CONVERSIONS DO NOT PROVIDE FOR VOTES ON MATTERS OTHER THAN THE PLAN OF CONVERSION AND REORGANIZATION. WHILE YOUR VOTE IS SOLICITED WITH RESPECT TO EACH INFORMATIONAL PROPOSAL, THE PROPOSED PROVISIONS FOR WHICH AN INFORMATIONAL VOTE IS SOLICITED MAY BECOME EFFECTIVE IF STOCKHOLDERS APPROVE THE PLAN OF CONVERSION AND REORGANIZATION, REGARDLESS OF WHETHER STOCKHOLDERS VOTE TO APPROVE ANY OR ALL OF THE INFORMATIONAL PROPOSALS.
THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS, THIS PROXY WILL BE VOTED BY THE PROXY COMMITTEE OF THE BOARD OF DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS.
Should the above-signed be present and elect to vote at the Special Meeting of Stockholders or at any adjournment thereof and after notification to the Corporate Secretary of First Seacoast Bancorp at the Special Meeting of Stockholders of the stockholder’s decision to revoke this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Corporate Secretary of First Seacoast Bancorp at the address set forth on the Notice of Special Meeting of Stockholders, or by the filing of a later-dated and executed proxy before a vote being taken on a particular proposal at the Special Meeting of Stockholders.
The above-signed acknowledges receipt from First Seacoast Bancorp before the execution of this proxy of the Notice of Special Meeting of Stockholders and the Proxy Statement/Prospectus dated November ___, 2022.
Dated: _____________
PRINT NAME OF STOCKHOLDER |
PRINT NAME OF STOCKHOLDER | |||
SIGNATURE OF STOCKHOLDER |
SIGNATURE OF STOCKHOLDER |
Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign, but only one holder is required to sign.
Please complete, sign and date this proxy card and return it in the enclosed postage-prepaid envelope today.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS
The Notice of Special Meeting of Stockholders, Proxy Statement/Prospectus dated November ____, 2022, and Proxy Card are available at www.__________.