| ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before 5:00 p.m., Eastern Time, on June 14, 2023. Subscription rights will become void after the deadline. Stock Order Forms can be delivered by overnight delivery to the Stock Information Center address on this form, by hand-delivery to Mercer Savings Bank’s office located at 1100 Irmscher Blvd., Celina, Ohio, or by using the Stock Order Reply Envelope provided. Faxes or copies of this form may not be accepted. STOCK ORDER FORM SEND OVERNIGHT PACKAGES TO: Performance Trust Capital Partners, LLC Mercer Bancorp, Inc. Stock Center 500 W. Madison St., Suite 450 Chicago, Illinois 60661 (312) 521-1601 For Internal Use Only BATCH #_____________ ORDER #____________ PRIORITY #_____________ REC’D__________________________________ C _______________________ PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE SHADED AREAS. READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS (BLUE SHEET) AS YOU COMPLETE THIS FORM. SUBSCRIPTION (1) NUMBER OF SHARES PRICE PER SHARE (2) TOTAL PAYMENT DUE X $10.00 = (4) METHOD OF PAYMENT – DEPOSIT ACCOUNT WITHDRAWAL The undersigned authorizes withdrawal from the Mercer Savings Bank deposit account(s) listed below. Funds for withdrawal must be in the listed account(s) when this form is received. IRAs and checking accounts may NOT be listed for withdrawal below. (3) METHOD OF PAYMENT – CASH, CHECK OR MONEY ORDER Enclosed is cash, or a personal check, bank check or money order made payable to Mercer Bancorp, Inc. in the amount of: Wire transfers and third party checks will not be accepted for this purchase. Checks and money orders will be cashed upon receipt. Mercer Savings Bank line of credit checks may not be remitted as payment. (6) MANAGEMENT Check if you are a Mercer Bancorp, Inc. or Mercer Savings Bank: Director Officer Employee Immediate family member, as defined in the Stock Order Form Instructions (7) MAXIMUM PURCHASER IDENTIFICATION Check here if you, individually or together with others (see Section 8), are subscribing in the Subscription Offering for the maximum purchase allowed and are interested in purchasing more shares if the maximum purchase limitation(s) is/are increased. If you do not check the box, you will not be contacted and resolicited in the event the maximum purchase limitations are increased. (8) ASSOCIATES/ACTING IN CONCERT Check here if you, or any associate or persons acting in concert with you, have submitted other orders for shares in the Subscription Offering. If you check the box, list below all other orders submitted by you or your associates or by persons acting in concert with you. (continued on reverse side of this form) (9) STOCK REGISTRATION The name(s) and address that you provide below will be reflected on your stock ownership statement, and will be used for other communications related to this order. Please PRINT clearly and use full first and last name(s), not initials. If purchasing in the Subscription Offering, you cannot add the names of others for joint stock registration unless they are also named on your qualifing deposit or loan accounts. See Stock Order Form Instructions for further guidance. Individual Tenants in Common Uniform Transfers to Minors Act (for reporting SSN, use minor’s) IRA FOR TRUSTEE/BROKER USE ONLY: Joint Tenants Corporation Partnership Trust – Under Agreement Dated___________ Other ___________ (SSN of Beneficial Owner) ________-_______ - ________ (10) ACKNOWLEDGMENT AND SIGNATURE(S) I understand that, this form, properly completed, together with full payment, must be received (not postmarked) before 5:00 p.m., Eastern Time, on June 14, 2023, otherwise this form and all subscription rights will be void. (continued on reverse side) ; ORDER NOT VALID UNLESS SIGNED ONE SIGNATURE REQUIRED, UNLESS SECTION 4 OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL. IF SIGNING AS A CUSTODIAN, TRUSTEE, CORPORATE OFFICER, ETC., PLEASE INCLUDE YOUR FULL TITLE. Signature (title, if applicable) Date Signature (title, if applicable) Date Minimum Number of Shares: 25 ($250). Maximum Number of Shares: 20,000 ($200,000). See Stock Order Form Instructions for more information regarding maximum number of shares. $ .00 $ For Internal Use Only Account Number Amount(s) $ $ Total Withdrawal Amount $ ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED. (5) PURCHASER INFORMATION Subscription Offering. Check the one box that applies, as of the earliest eligibility date, to the purchaser(s) listed in Section 9: a. Depositors of Mercer Savings Bank with aggregate balances of at least $50 at the close of business on February 28, 2022. b. Depositors or borrowers of Mercer Savings Bank at the close of business on April 30, 2023. Community Offering. If (a) and (b) above do not apply to the purchaser(s) listed in Section 9, check the first box that applies to this order: c. You are a resident of Mercer or Darke counties in Ohio or Adams or Jay counties in Indiana. d. You are placing an order in the Community Offering, but (c) above does not apply. ACCOUNT INFORMATION – SUBSCRIPTION OFFERING If you checked box (a) or (b), please provide the following information as of the eligibility date under which purchaser(s) listed in Section 9 below qualify in the Subscription Offering: NOTE: NOT LISTING ALL ELIGIBLE ACCOUNTS, OR PROVIDING INCORRECT OR INCOMPLETE INFORMATION, COULD RESULT IN THE LOSS OF ALL OR PART OF ANY SHARE ALLOCATION. ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED. Name(s) on Account Account Number Name(s) listed in Section 9 on other Stock Order Forms Shares Name(s) listed in Section 9 on other Stock Order Forms Shares First Name, Middle Initial, Last Name Reporting SSN/Tax ID No. First Name, Middle Initial, Last Name SSN/Tax ID No. Street Daytime Phone # City State Zip County (Important) Evening Phone # MSB-SOF (over) |
| (8) ASSOCIATES/ACTING IN CONCERT (continued from front of Stock Order Form) Associate – The term “associate” of a person means: (1) any corporation or organization other than Mercer Savings Bank or Mercer Bancorp, Inc. or a majority-owned subsidiary of these entities, of which the person is an officer, partner or 10% or greater beneficial stockholder; (2) any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a fiduciary capacity; and (3) any relative of the person who either resides with the person or who is a director or officer of Mercer Savings Bank or Mercer Bancorp, Inc. Acting in concert – The term “acting in concert” means: (1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or (2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. In general, a person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party. Our directors are not treated as associates of each other solely because of their membership on the board of directors. We have the right to determine, in our sole discretion, whether purchasers are associates or acting in concert. Persons having the same address or exercising subscription rights through qualifying accounts registered to the same address at either the February 28, 2022 eligibility record date or April 30, 2023 voting record date generally will be assumed to be associates of, and acting in concert with, each other. Please see the Prospectus section entitled “The Conversion and Stock Offering – Limitations on Common Stock Purchases” for more information on purchase limitations. (10) ACKNOWLEDGMENT AND SIGNATURE(S) (continued from front of Stock Order Form) I agree that, after receipt by Mercer Bancorp, Inc., this Stock Order Form may not be modified or canceled without Mercer Bancorp, Inc.’s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security Number or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding]. I acknowledge that my order does not conflict with the overall purchase limitation of $400,000 in all categories of the offering combined, for any person or entity, together with any associate or group of persons acting in concert, as set forth in the plan of conversion and the Prospectus dated May __, 2023. Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Subscription rights are only exercisable by completing and submitting a Stock Order Form, with full payment for the shares subscribed for. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another. I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY MERCER SAVINGS BANK, MERCER BANCORP, INC., THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. If anyone asserts that the shares of common stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Federal Deposit Insurance Corporation. I further certify that, before subscribing for shares of the common stock of Mercer Bancorp, Inc., I received the Prospectus dated May __, 2023, and I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment, described by Mercer Bancorp, Inc. in the “Risk Factors” section, beginning on page __. Risks include, but are not limited to the following: Risks Related to Our Lending Activities 1. We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations. 2. Our agricultural real estate loans involve credit risks that could adversely affect our financial condition and results of operations. 3. Our new indirect automobile lending program involves risks that could adversely affect our financial condition and results of operations. 4. Our construction and land loans involve credit risks that could adversely affect our financial condition and results of operations. 5. If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease. 6. We are subject to environmental liability risk associated with lending activities or properties we own. Risks Related to Market Interest Rates 7. Fluctuations in market interest rates could reduce our profits and asset values. 8. We have a significant amount of adjustable-rate loans, which may increase the risk of credit defaults and loan losses in a rising interest rate environment. Risks Related to Laws and Regulations 9. We operate in a highly regulated industry and face risks associated with regulatory noncompliance. Changes in laws and regulations and the cost of regulatory compliance with such laws and regulations may adversely affect our operations and/or increase our costs of operations. 10. Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions. 11. Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations. 12. We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors. 13. We are also a smaller reporting company, and even if we no longer qualify as an emerging growth company, any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors. Risks Related to Economic Conditions 14. Inflation may have an adverse impact on our business and on our customers. Risks Related to Competitive Matters 15. Strong competition within our market area may limit our growth and profitability. 16. Our small size makes it more difficult for us to compete. Risks Related to Strategic and Operational Matters 17. We may be unable to successfully implement our growth strategies. 18. We will rely on dividends from Mercer Savings Bank for most of our revenue. 19. We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches. 20. We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services. 21. We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may materially adversely affect our performance. 22. Our funding sources may prove insufficient to replace deposits at maturity and support our future growth. A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on the Company. 23. Public health emergencies, like the COVID-19 pandemic, could adversely affect our financial condition and results of operations. Risks Related to Accounting Matters 24. Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results. 25. Changes in accounting standards could affect reported earnings. Other Risks Related to Our Business 26. Legal and regulatory proceedings and related matters could adversely affect us. Risks Related to the Stock Offering 27. The future price of our shares of common stock may be less than the $10.00 purchase price per share in the stock offering. 28. There will be a limited trading market in our common stock, which could hinder your ability to sell our common stock and may lower the market price of the stock. 29. Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance. 30. The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy our new public company reporting requirements will increase our expenses. 31. Our stock-based benefit plans will increase our expenses and reduce our income. 32. The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans. 33. We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs. 34. Our stock value may be negatively affected by applicable regulations that restrict stock repurchases. 35. Various factors may make takeover attempts more difficult to achieve. 36. Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees. 37. You may not revoke your decision to purchase Mercer Bancorp common stock in the subscription offering or in any community offering after you send us your order. 38. The distribution of subscription rights could have adverse income tax consequences. Risks Related to the Charitable Foundation 39. The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2023. 40. Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits. By executing this form, the investor is not waiving any rights under federal or state securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. STOCK ORDER FORM – SIDE 2 MSB-SOF See Front of Stock Order Form ; |
| MERCER BANCORP, INC. STOCK INFORMATION CENTER: (312) 521-1601 STOCK ORDER FORM INSTRUCTIONS – SIDE 1 Sections (1) and (2) – Number of Shares and Total Payment Due. Indicate the Number of Shares that you wish to subscribe for and the Total Payment Due. Calculate the Total Payment Due by multiplying the Number of Shares by the $10.00 price per share. The minimum purchase is 25 shares ($250). The maximum allowable purchase by an individual, or individuals on a single qualifying account held jointly is 20,000 shares ($200,000). Further, no person or entity, together with any associate or group of persons acting in concert, may purchase more than 40,000 shares ($400,000) in all categories of the offering combined. Please see the Prospectus section entitled “The Conversion and Stock Offering – Limitations on Common Stock Purchases” for more specific information. By signing this form, you are certifying that your order does not conflict with these purchase limitations. Section (3) – Method of Payment – Cash, Check or Money Order. Payment may be made by including with this form cash or a personal check, bank check or money order made payable directly to Mercer Bancorp, Inc. Checks will be deposited upon receipt. The funds remitted by personal check must be available when your Stock Order Form is received. Indicate the amount remitted. Interest will be calculated at 0.05% per annum from the date payment is processed until the offering is completed, at which time a subscriber will be issued a check for interest earned. Please do not remit cash by mail, a Mercer Savings Bank line of credit check, wire transfers or third party checks for this purchase. Section (4) – Method of Payment – Deposit Account Withdrawal. Payment may be made by authorizing a withdrawal from your Mercer Savings Bank deposit account(s). Indicate the account number(s) and the amount(s) you wish withdrawn. Attach a separate page, if necessary. Funds designated for withdrawal must be available at the time this Stock Order Form is received. Upon receipt of this order, we will place a hold on the amount(s) designated by you – the funds will be unavailable to you for withdrawal thereafter. The funds will continue to earn interest at the contract rate. The interest will remain in the accounts when the designated withdrawal is made, at the completion of the offering. There will be no early withdrawal penalty for withdrawal from a Mercer Savings Bank certificate of deposit (CD) account. Note that you may not list accounts with check-writing privileges; rather, submit a check. You may not designate withdrawal from a Mercer Savings Bank IRA or other retirement accounts. For guidance on using retirement funds, whether held at Mercer Savings Bank or elsewhere, please contact the Stock Information Center as soon as possible – but in no event later than two weeks before the June 14, 2023 offering deadline. See the Prospectus section entitled “The Conversion and Stock Offering – Procedure for Purchasing Shares in the Subscription Offering and any Community Offering – Using Individual Retirement Account Funds.” Your ability to use retirement account funds to purchase shares cannot be guaranteed and depends on various factors, including timing constraints and the institution where those funds are currently held. Section (5) – Purchaser Information. Please check the one box that applies to the purchaser(s) listed in Section 9 of this form. Purchase priorities in the Subscription Offering are based on eligibility dates. Boxes (a) and (b) refer to the Subscription Offering. If you checked box (a) or (b), list all Mercer Savings Bank deposit account numbers that the purchaser(s) had ownership in as of the applicable eligibility date. Include all forms of account ownership (e.g., individual, joint, IRA, etc.). If purchasing shares for a minor, list only the minor’s eligible accounts. If purchasing shares for a corporation or partnership, list only that entity’s eligible accounts. Attach a separate page, if necessary. Failure to complete this section, or providing incorrect or incomplete information, could result in a loss of part or all of your share allocation in the event of an oversubscription. Boxes (c) and (d) refer to the Community Offering. Orders placed in the Subscription Offering will take priority over orders placed in the Community Offering. See the Prospectus section entitled “The Conversion and Stock Offering” for further details about the Subscription and Community Offerings. Section (6) – Management. Check the box if you are a Mercer Savings Bank or Mercer Bancorp, Inc. director, officer or a member of their immediate family. “Immediate family” includes spouse, parents, siblings and children who live in the same house as the director or officer. Section (7) – Maximum Purchaser Identification. Check the box, if applicable. Failure to check the box will result in you not receiving notification in the event the maximum purchase limit(s) is/are increased. If you checked the box but have not subscribed for the maximum amount in the Subscription Offering, you will not receive this notification. Section (8) – Associates/Acting in Concert. Check the box, if applicable, and provide the requested information. Attach a separate page if necessary. Section (9) – Stock Registration. Clearly PRINT the name(s) in which you want the shares registered and the mailing address for all correspondence related to your order, including a stock ownership statement. Each Stock Order Form will generate one stock ownership statement, subject to the stock allocation provisions described in the Prospectus. IMPORTANT: Subscription rights are non-transferable. If placing an order in the Subscription Offering, you cannot add the names of others for joint stock registration unless they are also named on your qualifying deposit or loan accounts. A Social Security Number or Tax ID Number must be provided. The first number listed will be identified with the stock for tax reporting purposes. Listing at least one phone number is important in the event we need to contact you about this form. NOTE FOR FINRA MEMBERS: If you are a member of the Financial Industry Regulatory Authority (“FINRA”) or a person affiliated or associated with a FINRA member, you may have additional reporting requirements. Please report this subscription in writing to the applicable department of the FINRA member firm within one day of payment thereof. MSB-SOF (over) |
| MERCER BANCORP, INC. STOCK INFORMATION CENTER: (312) 521-1601 STOCK ORDER FORM INSTRUCTIONS – SIDE 2 Form of Stock Ownership. For reasons of clarity and standardization, the stock transfer industry has developed uniform stockholder registrations for issuance of stock ownership statements. Beneficiaries may not be named on stock registrations. If you have any questions on wills, estates, beneficiaries, etc., please consult your legal advisor. When registering stock, do not use two initials – use the full first name, middle initial and last name. Omit words that do not affect ownership such as “Dr.” or “Mrs.” Check the one box that applies. Buying Stock Individually – Used when shares are registered in the name of only one owner. To qualify in the Subscription Offering, the individual named in Section 9 of the Stock Order Form must have been an eligible depositor at Mercer Savings Bank at the close of business on February 28, 2022, or an eligible depositor or borrower at the close of business on April 30, 2023. Buying Stock Jointly – To qualify in the Subscription Offering, the persons named in Section 9 of the Stock Order Form must have been an eligible depositor at Mercer Savings Bank at the close of business on February 28, 2022, or or an eligible depositor or borrower at the close of business on April 30, 2023. Joint Tenants – May be specified to identify two or more owners where ownership is intended to pass automatically to the surviving tenant(s). All owners must agree to the sale of shares. Tenants in Common – May be specified to identify two or more owners where, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the sale of shares. Buying Stock for a Minor – Shares may be held in the name of a custodian for a minor under the Uniform Transfer to Minors Act. To qualify in the Subscription Offering, the minor (not the custodian) named in Section 9 of the Stock Order Form must have been an eligible depositor at Mercer Savings Bank at the close of business on February 28, 2022, or an eligible depositor or borrower at the close of business on April 30, 2023. The standard abbreviation for custodian is “CUST.” The Uniform Transfer to Minors Act is “UTMA.” Include the state abbreviation. For example, stock held by John Smith as custodian for Susan Smith under the OH Uniform Transfer to Minors Act, should be registered as John Smith CUST Susan Smith UTMA-OH (list only the minor’s social security number). Buying Stock for a Corporation/Partnership – On the first name line indicate the name of the corporation or partnership and indicate the entity’s Tax ID Number for reporting purposes. To qualify in the Subscription Offering, the corporation or partnership named in Section 9 of the Stock Order Form must have been an eligible depositor at Mercer Savings Bank at the close of business on February 28, 2022, or an eligible depositor or borrower at the close of business on April 30, 2023. Buying Stock in a Trust/Fiduciary Capacity – Indicate the name of the fiduciary and the capacity under which the fiduciary is acting (for example, “Executor”), or name of the trust, the trustees and the date of the trust. Indicate the Tax ID Number to be used for reporting purposes. To qualify in the Subscription Offering, the entity named in Section 9 of the Stock Order Form must have been an eligible depositor at Mercer Savings Bank at the close of business on February 28, 2022, or an eligible depositor or borrower at the close of business on April 30, 2023. Buying Stock in a Self-Directed IRA (for trustee/broker use only) – Registration should reflect the custodian or trustee firm’s registration requirements. For example, on the first name line, indicate the name of the brokerage firm, followed by CUST or TRUSTEE. On the second name line, indicate the name of the beneficial owner (for example, “FBO John SMITH IRA”). You can indicate an account number or other underlying information and the custodian or trustee firm’s address and department to which all correspondence should be mailed related to this order, including a stock ownership statement. Indicate the TAX ID Number under which the IRA account should be reported for tax purposes. To qualify in the Subscription Offering, the beneficial owner named in Section 9 of this form must have been an eligible depositor at Mercer Savings Bank at the close of business on February 28, 2022, or an eligible depositor or borrower at the close of business on April 30, 2023. Also provide the SSN of the beneficial owner of the IRA where indicated. Section (10) – Acknowledgment and Signature(s). Sign and date the Stock Order Form where indicated. Before you sign, please carefully review the information you provided and read the acknowledgment. Verify that you have printed clearly and completed all applicable shaded areas on the Stock Order Form. Only one signature is required, unless any account listed in Section 4 requires more than one signature to authorize a withdrawal. Please review the Prospectus carefully before making an investment decision. Deliver your completed Stock Order Form, with full payment or deposit account withdrawal authorization, so that it is received (not postmarked) before 5:00 p.m., Eastern Time, on June 14, 2023. Stock Order Forms can be delivered by overnight delivery to the Stock Information Center address on the front of the Stock Order Form, by hand-delivery to Mercer Savings Bank’s office, located at 1100 Irmscher Blvd., Celina, Ohio, or by using the enclosed postage paid Stock Order Reply Envelope. We are not required to accept Stock Order Forms that are found to be deficient or incorrect, or that do not include proper payment or the required signature. Faxes or copies of this form are not required to be accepted. OVERNIGHT DELIVERY can be made to the Stock Information Center address provided on the front of the Stock Order Form. QUESTIONS? Call our Stock Information Center at (312) 521-1601, from 10:00 a.m. to 5:00 p.m., Eastern Time, Monday through Friday. The Stock Information Center will be closed on bank holidays. MSB-SOF |
