EXHIBIT 99
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN OF
SOUTHWEST GEORGIA FINANCIAL CORPORATION
The purpose of this Dividend Reinvestment and Share Purchase Plan
("Plan") of Southwest Georgia Financial Corporation (the "Company") is to
provide the holders of record of the common stock, $1.00 par value (the
"Common Stock") of the Company, and its successors and assigns, with a
simple and convenient method of investing cash dividends and voluntary
cash contributions in shares of the Common Stock of the Company without
payment of any brokerage commission. The shares of Common Stock
purchased pursuant to the Plan (the "Participating Stock") will be
authorized but unissued shares obtained from the Company, shares obtained
in privately negotiated transactions, or shares purchased on the open
market by American Stock Transfer & Trust Company in its capacity as
Administrator of the Plan, or any successor administrator (for purposes
of the Plan, references to "Administrator" will refer to the American
Stock Transfer & Trust Company or any successor Administrator). The
terms and conditions of the Plan are set forth as follows:
1. ELIGIBILITY. All holders of record of Common Stock are
eligible to participate in the Plan. Beneficial owners of Common Stock
whose shares are held for them in registered names other than their own,
such as in the names of brokers, bank nominees or trustees, should, if
they wish to participate in the Plan, arrange for the holder of record to
participate on their behalf.
2. ENROLLMENT. Any holder of record of Common Stock may elect to
become a participant in the Plan ("Participant") by returning to the
Administrator a properly completed authorization card (the "Enrollment
Card") in the form to be provided. The completed Enrollment Card
appoints the Administrator as agent for the Participant and:
(i) authorizes the Company to pay to the Administrator for the
Participant's account all cash dividends payable on the Common Stock
which the Participant has enrolled in the Plan;
(ii) authorizes the Administrator, as agent, to retain for credit to
the Participant's account any cash dividends and any Common Stock
that are distributed as a non-cash dividend or otherwise on the
Participating Stock and credited to the Participant's account, and
to distribute to the Participant any other non-cash dividend paid on
such Participating Stock;
(iii) authorizes the Administrator, as agent, to apply such cash
dividends to the purchase of shares of Common Stock in accordance
with the terms and conditions of the Plan; and
(iv) authorizes the Administrator, as agent, to apply voluntary cash
contributions to the purchase of Participating Stock.
The Enrollment Card provides for the purchase of Participating Stock
through the following investment options:
(i) FULL DIVIDEND REINVESTMENT directs the Agent to invest in
accordance with the Plan all cash dividends on all shares of Common
Stock then or subsequently registered in a Participant's name; or
(ii) PARTIAL DIVIDEND REINVESTMENT directs the Agent to invest in
accordance with the Plan the cash dividends on all of the shares
held in the Participant's name that are designated on the Enrollment
Card; or
(iii) if participating in dividend reinvestment, voluntary cash
contributions, with a minimum contribution of $25 and a maximum
contribution of $2,500 per calendar quarter, which directs the
Administrator to invest such contributions in Common Stock in
accordance with the Plan.
Participants may change their investment options under the Plan at
any time by completing a new Enrollment Card and returning it to the
Administrator.
3. ACCOUNT OF PARTICIPANT. After receipt of the properly
completed Enrollment Card, the Administrator will open an account under
the Plan as agent for the Participant and will credit to such account:
(i) all cash dividends received by the Administrator from the
Company on shares of Common Stock registered in the Participant's
name and enrolled in the Plan by the Participant and voluntary cash
contributions received from the Participant, commencing with the
first such dividends paid or contributions received by the
Administrator after receipt of the Enrollment Card, provided the
Enrollment Card is received by the Administrator at least one
business day prior to the record date of the dividend;
(ii) all full or fractional Participating Stock purchased for the
Participant's account;
(iii) all cash dividends received by the Administrator on any
full or fractional Participating Stock credited to the Participant's
account;
(iv) any shares of Common Stock distributed by the Company as a
dividend or otherwise on the Participating Stock credited to
Participant's account;
(v) any Participating Stock transferred by the Participant pursuant to
Paragraph 10 of the Plan; and
(vi) all voluntary cash contributions received by the Administrator.
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4. REINVESTMENT OF DIVIDENDS AND INVESTMENT OF VOLUNTARY CASH
CONTRIBUTIONS. Cash dividends and voluntary cash contributions credited
to a Participant's account will be commingled with the cash dividends and
voluntary cash contributions credited to all accounts under the Plan.
Such dividends and cash contributions will be applied to the purchase of
Participating Stock, if pursuant to open market purchases, at a price
equal to the average price of all shares of Common Stock purchased in the
open market for Plan Participants with respect to a particular dividend
payment date with the aggregate funds used for such purchases and, if
pursuant to authorized but unissued shares or treasury stock obtained
from the Company, or in negotiated transactions, at the average of the
high and low sales price of the Common Stock on the American Stock
Exchange, or any exchange, or The Nasdaq Stock Market, on which the
Common Stock is then traded, on the date when such shares are acquired
from the Company (or, if no trade occurred on an exchange or The Nasdaq
Stock Market on that date, on the next preceding day when a trade of the
Common Stock occurred).
Purchases with reinvested dividends and voluntary cash contributions
received by the Administrator within one business day of the record date
for any dividend will be made once per quarter, commencing on the next
dividend payment date or the following business day if the dividend
payment date is not a business day, and being completed as soon
thereafter as practicable. A Participant's account will be credited with
fractional shares computed to three decimal places. The Administrator
will make every reasonable effort to reinvest all dividends and invest
cash contributions promptly on or after each dividend payment date except
where, in the opinion of the Administrator or the Company's legal
counsel, such investments are restricted by any applicable state or
federal securities law. In any event, all cash dividends paid to the
Administrator for the benefit of Participants will be invested within 30
days of each dividend payment date by the Administrator. Voluntary cash
contributions received more than 30 days before a dividend reinvestment
date will be returned to the Participant. All dividends and cash
contributions will be held pending investment in a non-interest bearing
account maintained by the Administrator. Any amount received as a
voluntary cash contribution will be returned by mail to the Participant
if the Administrator receives a written notice requesting such return at
least 48 hours prior to the next dividend reinvestment date following the
Administrator's receipt of the cash contribution.
5. REPORTS. The Administrator will promptly mail to each
Participant a statement confirming each purchase of Participating Stock
made for his or her account, which will be based on the amount of
dividends reinvested, the amount of cash contributions made, and the
purchase price for the Common Stock. Participants will incur no
brokerage commissions or service charges for purchases made under the
Plan. All brokerage commissions or service charges for purchases made
under the Plan and all other costs of administration of the Plan will be
paid by the Company.
6. NO CERTIFICATES. The Administrator may hold the Participating
Stock of all Participants together in its name or in the name of its
nominee. No certificates will be delivered to a Participant for
Participating Stock except upon written request or upon termination of the
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account. A Participant may request certificates for any full shares
credited to his or her account at any time. No certificates will be
delivered for fractional shares. If a Participant requests certificates
but does not terminate the shares participating in the Plan, dividends on
such shares will continue to be reinvested in accordance with the Plan.
7. REGISTRATION ACCOUNT. Accounts under the Plan will be
maintained in the name in which the Participant's certificates are
registered when the Participant enrolls in the Plan, and certificates
for full shares will be similarly registered when issued to the
Participant. Certificates will be registered and issued in names other
than the account name, subject to compliance with any applicable laws and
payment by the Participant of any applicable fees and taxes, provided
that the Participant makes a written request therefor in accordance with
the usual requirements of the Company for the registration of a transfer
of the Participating Stock.
8. TAXES. The Administrator will comply with all applicable
Internal Revenue Service requirements concerning the filing of
information returns for dividends credited to each account under the Plan
and such information will be provided to the Participant by a duplicate
of that form or in a final statement of the account for each calendar
year. With respect to foreign Participants whose dividends are subject
to United States income tax withholding and with respect to Participants
subject to the backup withholding requirements, the Administrator will
comply with all applicable Internal Revenue Service requirements
concerning the amount of tax to be withheld from the dividends prior to
reinvestment.
9. PROXY SOLICITATION; VOTING OF COMMON STOCK. The Administrator
will promptly forward any proxy solicitation materials to the
Participant. The Administrator will vote any Participating Stock that it
holds for the participant's account in accordance with the Participant's
directions. If a Participant returns a signed proxy to the Administrator
without directing how such shares are to be voted, the Administrator will
vote such shares on any proposal in accordance with the Company
recommendations.
10. TRANSFERS OF PARTICIPATING STOCK TO ADMINISTRATOR. The
Participant may transfer any Participating Stock held of record in his or
her name to the Administrator or the Administrator's nominee and such
shares will be held by the Administrator for the Participant's account as
Participating Stock subject to the terms and conditions of this
Agreement.
11. TERMINATION OF PLAN ACCOUNT OR WITHDRAWAL OF SHARES. A
Participant may terminate his or her account or withdraw some of the
shares credited to the Plan account at any time by giving a written
notice of termination or withdrawal of shares to the Administrator. Any
such notice of termination or withdrawal of shares received by the
Administrator less than five business days prior to a dividend record
date will not become effective until dividends paid in relation to such
record date have been invested. When a Participant terminates his
participation in the Plan or upon termination of the Plan by the Company,
certificates for full shares of Common Stock credited to a Participant's
account under the Plan will be issued and a cash payment will be made for
any fraction of a share. Upon request, the Administrator will sell full
shares of Common Stock of a Participant and pay the proceeds of such sale
to the Participant after deducting a nominal service fee and brokerage
fees, if any. The sale will generally be made by the Administrator for
the Participant's account in the open market within five business days
after receipt of the request. Any fractional interests in shares may be
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aggregated and sold with those of other terminating Participants, less
applicable service fees and brokerage commissions, if any. The proceeds
to each Participant will be the average sales price of all shares so
aggregated and sold.
If the request to terminate or withdraw shares is not received at
least five business days prior to the record date for a dividend
payment, any amount paid on the payment date will be reinvested for the
Participant's account. The termination or withdrawal request will be
processed as soon after the dividend payment date as practicable.
So long as dividends on shares held in the Plan account are
reinvested, the Participant may also make voluntary cash contributions.
12. NOTICES TO PARTICIPANTS. The Participant shall notify the
Administrator promptly in writing of any change of address. Notices or
statements from the Administrator to the Participant may be given or made
by letter addressed to the Participant at his last address of record with
the Administrator and any such notice or statement shall be deemed given
or made when received by the Participant or two days after mailing,
whichever occurs earlier.
13. EXPENSES OF ADMINISTRATOR. In addition to any payments made by
the Company to the Administrator to administer the Plan, the Company will
either pay directly or reimburse the Administrator for the reasonable
costs of printing and distributing Plan literature to record holders of
Common Stock, forwarding proxy solicitation materials to Participants,
and mailing confirmations of account transactions, account statements,
and other notices to Participants, and reasonable clerical expenses
associated therewith.
14. DUTIES AND RESPONSIBILITIES. Neither the Company, the
Administrator, nor its nominee(s) shall be liable hereunder for any act
or omission to act by the Company, the Administrator or its nominee or
for any action taken in good faith or for any good faith omission to act,
including, without limitation, any claims of liability (i) arising out of
failure to terminate the Participant's account upon the Participant's
death prior to receipt of written notice of such death accompanied by
documentation satisfactory to the Administrator; (ii) with respect to the
prices at which Participating Stock are either purchased or sold for the
Participant's account or the time of or terms on which such purchases or
sales are made; or (iii) the market value or fluctuations in market value
after purchase of Participating Stock credited to the Participant's
account. The Company further agrees to indemnify and hold harmless the
Administrator, and its nominee(s) from all taxes, charges, expenses,
assessments, claims, and liabilities, and any costs incident thereto,
arising under federal or state law from the Company acts or omissions to
act in connection with this Plan; provided that neither the Administrator
nor its nominees may be indemnified against any liability for claims
arising out of the Administrator's or its nominee's own willful
misfeasance, bad faith, gross negligence, or reckless disregard of its
duties under the Plan.
15. RIGHTS OFFERING. If a Participant is entitled to participate
in a rights offering, his or her entitlement will be based upon the
Participant's total holdings, including the shares of Common Stock
credited to him or her under the Plan. Rights certificates will,
however, only be issued for whole shares.
16. AMENDMENT AND TERMINATION OF THE PLAN. Notwithstanding any
other provision of the Plan, the Company reserves the right to amend,
suspend, modify or terminate the Plan at any time. All Participants will
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receive notice of any such amendments, termination, suspensions or
modifications, but any such amendments, termination, suspensions or
modifications shall be effective upon adoption, even prior to the time a
Participant is deemed to have received notice.
17. INTERPRETATION. The Company has the authority to interpret and
regulate the Plan as may be necessary or desirable in connection with the
operation of the Plan. Any such interpretation or regulation will be
final.
18. ROLE OF ADMINISTRATOR. It is understood that all purchases or
sales of Participating Stock pursuant to the Plan will be made by the
Administrator as the independent agent of the Participant, and the
Administrator shall have the sole authority or power to direct the time
and price at which securities may be purchased or sold pursuant to the
Plan or the amount of securities to be purchased or sold.
19. GOVERNING LAW. This Enrollment Card provided for herein is
made by this reference a part of this Plan, and the Plan and the accounts
of Participants maintained by the Administrator under this Plan shall be
governed by and construed in accordance with the internal laws of the
State of Georgia.
20. LIMITATION OF ACCOUNT REGISTRATIONS. The Company reserves the
right to limit or combine account registrations with identical tax payer
identifications. In addition, the Company reserves the right to
terminate or deny enrollment of any shareholder who participates in a
manner abusive of the purpose and intent of the Plan as determined by the
Company or in a manner deemed by the Company not to be in the best
interests of shareholders generally.
As approved by the Board of Directors of Southwest Georgia Financial
Corporation on this 23rd day of April, 1997.
SOUTHWEST GEORGIA FINANCIAL
CORPORATION
By: /s/ John H. Clark
John H. Clark, Vice President
and Chief Executive Officer
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SOUTHWEST GEORGIA FINANCIAL CORPORATION
AUTHORIZATION FORM FOR DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
I hereby elect to participate in the Dividend Reinvestment and Share
Purchase Plan of Southwest Georgia Financial Corporation in accordance with
the provisions as outlined in the Plan prospectus. By checking the box
below, I authorize the Plan Administrator of Southwest Georgia Financial
Corporation to reinvest dividends earned on shares of common stock
registered in my name as follows (Please check one):
/ / FULL DIVIDEND / / PARTIAL DIVIDEND
REINVESTMENT REINVESTMENT
I wish to reinvest I wish to have
dividends on all dividends
shares reinvested on
registered in my _______ (please
name. fill in number)
shares registered
in my name.
/ / VOLUNTARY CASH CONTRIBUTION
I wish to invest $________ (a
minimum of $25 and a maximum
of $2,500 for any particular
quarter) in Company Common Stock.
I understand that I must participate
in dividend reinvestment to make voluntary
cash payments.
Under each of the options above, participants may make voluntary
cash payments subject to a $25 minimum and a $2,500 maximum contribution
per quarter.
Please return this card as soon as possible ONLY if you wish to
participate in the Dividend Reinvestment and Share Purchase Plan. If you
do not return this card you will continue to receive your dividend check
as you have in the past.
- - ------------------------- -------------------------------
Date Signature
-------------------------------
Signature
Return this Enrollment Card to:
American Stock Transfer & Trust Company
Attention: Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
1-800-278-4353
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