Exhibit 99.2
APOLLO BANK
PROXY FOR
SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder(s) of Apollo Bank, a Florida state-chartered bank (the “Bank”), hereby revoke(s) any Proxy heretofore given, hereby appoints Matthew L. Adler and Carlos M. Modia, and each of them, with full power to act alone, the true and lawful attorneys-in-fact and proxies of the undersigned, with full powers of substitution, and hereby authorize(s) them and each of them, to represent the undersigned and to vote all shares of common stock of the Bank that the undersigned is entitled to vote at the special meeting of shareholders the Bank to be held on September 15, at 5:30 pm, local time, at the main office of the Bank located at 1150 South Miami Avenue, Miami, Florida 33130, and any and all adjournments or postponements thereof, with all powers the undersigned would possess if personally present, on the following proposals, each as described more fully in the accompanying Join Proxy Statement/Prospectus, and any other matters coming before said meeting:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSALS
1. | Proposal to approve and adopt the Plan of Merger and Merger Agreement, dated as of March 29, 2022, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank (“SNB”) and the Bank, pursuant to which the Bank will merge with and into SNB (the “Bank Merger”), with SNB as the resulting bank in the Bank Merger. |
¨ | FOR | ¨ | AGAINST | ¨ | ABSTAIN |
2. | Proposal to approve a portion of certain compensatory payments that Eduardo Arriola is or may be entitled to receive in connection with the mergers or certain subsequent events in order to avoid any potential adverse federal tax consequences for Mr. Arriola under Sections 280G and 4999 of the Internal Revenue Code of 1986. |
¨ | FOR | ¨ | AGAINST | ¨ | ABSTAIN |
3. | Proposal to approve a portion of certain compensatory payments that Ramon Rodriquez is to may be entitled to receive in connection with the mergers or certain subsequent events in order to avoid any potential adverse federal tax consequences for Mr. Rodriquez under Sections 280G and 4999 of the Internal Revenue Code of 1986. |
¨ | FOR | ¨ | AGAINST | ¨ | ABSTAIN |
4. | In his discretion, the proxy is authorized to vote upon such other matters as may properly come before the special meeting or any adjournment or postponement of the special meeting. |
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT, THE PERSONS NAMED AS PROXIES WILL VOTE THE SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES IN ACCORDANCE WITH THEIR JUDGMENT ON THOSE MATTERS.
The undersigned shareholder hereby acknowledges his, her or its receipt of the accompanying Notice of Special Meeting of Shareholders and Joint Proxy Statement/Prospectus.
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE. SIGN YOUR NAME AS REFLECTED ON THE MAILING LABEL BELOW, AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign and print your name exactly as it appears on the books and records of the Bank. When shares are held jointly, each holder should 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.
DATE: ____________________, 2022 | Signature(s) |
Print name | |
DATE: ____________________, 2022 | Signature(s) |
Print Name |