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SEND OVERNIGHT PACKAGES TO:
MSB Financial Corp.
Attn: Stock Information Center
1902 Long Hill Road
Millington, NJ 07946
(877) 274-2040
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Deadline: The Subscription Offering ends at 12:00 p.m., Eastern Time, on December __, 2006. Your original Stock
Order and Certification Form, properly executed and with the correct payment, must be received (not postmarked)
at the address on the top of this form or at any of Millington Savings Bank's branch offices by the deadline, or
it will be considered void. Faxes or copies of this form will not be accepted. MSB Financial Corp. reserves the
right to accept or reject improper order forms.
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(1) Number of Shares (2) Total Amount Due The minimum purchase is 25 shares ($250). Generally, no person may
purchase more than 20,000 shares ($200,000), and no person together
x $10.00 = with his or her associates or group of persons acting in concert may
________________ _______________ purchase more than 25,000 shares ($250,000).
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(3) Method of Payment (no penalty for early withdrawal from a CD) (4) Purchaser Information (check one)
Enclosed is a check, bank draft or money order payable to MSB Financial Corp a. [_] Eligible Account Holder - Check here
for $____________________________. if you were a depositor with at
I authorize Millington Savings Bank to make withdrawal(s) from my CD or least $50 on deposit with Millington
savings account(s) shown below, and understand that the amounts will not Savings Bank as of June 30, 2005.
otherwise be available for withdrawal:
b. [_] Supplemental Eligible Account Holder
Account Numbers Amounts - Check here if you were a depositor
- ---------------------------------------------|---------------------------------- with at least $50 on deposit with
$ Milllington Savings Bank as of
- ---------------------------------------------|---------------------------------- September 30, 2006 but not an
$ Eligible Account Holder. Enter
- ---------------------------------------------|---------------------------------- information in Section 7 for all
$ deposit accounts that you had at
- ---------------------------------------------|---------------------------------- Milllington Savings Bank on
$ September 30, 2006.
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Total Withdrawal $ c. [_] Other Depositors - Check here if you
- ---------------------------------------------|---------------------------------- were a depositor of Millington
Savings Bank as of October 31, 2006,
but are not an Eligible or a
Supplemental Eligible Account
Holder. Enter information in
Section 7 for all accounts that you
had at Millington Savings Bank as of
October 31, 2006.
d. [_] Resident of Morris or Somerset
County, New Jersey.
e. [_] Resident of New Jersey
(5) Check if you are a: [_] Director [_] Officer [_] Employee
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(6) Stock Registration - Please Print Legibly and Fill Out Completely (Note: The stock certificate and all correspondence
related to this stock order will be mailed to the address provided below.)
[__] Individual [__] Individual Retirement Account (IRA) [__] Corporation
[__] Joint Tenants [__] Uniform Transfer to Minors Act [__] Partnership
[__] Tenants in Common [__] Uniform Gift to Minors Act [__] Trust - Under Agreement Dated ________________
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Name SS# or Tax ID
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Name SS#
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Address Daytime Telephone #
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City State Zip Code County Evening Telepone #
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7) Please review the preprinted account information listed to the right.
These preprinted accounts may not be all of your qualifying accounts. You Please Note: Failure to list all of your accounts
should list any accounts that you may have or had with Millington Savings may result in the loss of part or all of your
Bank in the box below. SEE THE STOCK ORDER FORM INSTRUCTIONS SHEET FOR subscription rights.
FURTHER INFORMATION. All subscription orders are subject to the provisions |-------------------------------------------------|
of the Stock Offering. | |
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Additional Qualifying Accounts | |
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| Names on Accounts | Account Number | | |
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Acknowledgment By signing below, I acknowledge receipt of the prospectus dated November __, 2006 and understand
I may not change or revoke my order once it is received by MSB Financial Corp. I also certify that this stock
order is for my account and there is no agreement or understanding regarding any further sale or transfer of
these shares. 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. Under penalty of perjury, I certify that I am purchasing shares solely for my account
and that there is no agreement or understanding regarding the sale or transfer of such shares, or my rights to
subscribe for shares. MSB Financial Corp. will pursue any and all legal and equitable remedies in the event it
becomes aware of the transfer of subscription rights and will not honor orders known by it to involve such
transfer. Under penalties of perjury, I further certify that: (1) the social security number or taxpayer
identification number given above is correct; and (2) I am not subject to backup withholding. You must cross out
this item (2) in this acknowledgement if you have been notified by the Internal Revenue Service that you are
subject to backup withholding because of under-reporting interest or dividends on your tax return. By signing
below, I also acknowledge that I have not waived any rights under the Securities Act of 1933 and the Securities
Exchange Act of 1934, both as amended. The Subscription rights are non-transferable and are void at the end of
the subscription period. Signature: THIS FORM MUST BE SIGNED AND DATED BELOW AND ON THE BACK OF THIS FORM.
This order is not valid if the Stock Order and Certification Form are not both signed and properly completed.
Your order will be filled in accordance with the provisions of the Stock Offering as described in the prospectus.
An additional signature is required only if payment is by withdrawal from an account that requires more than one
signature to withdraw funds.
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Signature Date | |Signature Date
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Office Use Only: Date Rec'd _____ / ______ Check# ____________________ $_______________________ Check#________________
$___________________ Batch# _________ Order # _____________ Category _____
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NASD Affiliation - If you have an NASD affiliation you must report this subscription in writing to your applicable
compliance officer within one day of the payment therefor. You are considered a member of the National Association of Securities
Dealers, Inc. ("NASD") if you are a person associated with an NASD member, a member of the immediate family of any such person
to whose support such person contributes, directly or indirectly, or the holder of an account in which an NASD member or person
associated with an NASD member has a beneficial interest.
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CERTIFICATION FORM
I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, AND IS NOT GUARANTEED BY MILLINGTON SAVINGS BANK, MSB FINANCIAL CORP., OR BY THE FEDERAL GOVERNMENT.
I further certify that, before purchasing the common stock of MSB Financial Corp., I received a copy of the prospectus dated
November __, 2006, which discloses the nature of the common stock being offered and describes the following risks involved in an
investment in the common stock under the heading "Risk Factors" beginning on page __ of the prospectus:
1. We realize income primarily from the difference between interest earned on loans and investments and interest paid on deposits
and borrowings, and changes in interest rates may adversely affect our net interest rate spread and net interest margin, which
could hurt our earnings.
2. If we are not successful in our efforts to attract and retain deposits, our liquidity, growth and profitability could be hurt.
3. A portion of our total loan portfolio consists of commercial real estate mortgage loans, commercial loans and construction
loans. The repayment risk related to these types of loans is considered to be greater than the risk related to one- to
four-family residential loans.
4. Strong competition within our market area may limit our growth and profitability.
5. Our business is geographically concentrated in central New Jersey, and a downturn in conditions in our market area could have
an adverse impact on our profitability.
6. If we experience loan losses in excess of our allowance, our earnings will be adversely affected.
7. After this offering, our return on equity will be low. This could negatively impact the price of our stock.
8. Additional public company and stock employee compensation and benefit expenses following the offering will negatively impact
our profitability.
9. The implementation of stock-based benefit plans may dilute your ownership interest in MSB Financial Corp.
10. Provisions in our charter and bylaws limiting the rights of stockholders may deter potential takeovers and may reduce the
trading price of our stock.
11. Persons who purchase stock in the offering will own a minority of MSB Financial Corp.'s common stock and will not be able to
exercise voting control over most matters put to a vote of stockholders, including any proposal regarding the acquisition of
MSB Financial Corp.
12. Our stock price may decline when trading commences.
13. We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.
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Signature Date | |Signature Date
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(Note: If shares are to be held jointly, both parties must sign)
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EXECUTION OF THIS CERTIFICATION FORM WILL NOT CONSTITUTE A WAIVER OF ANY RIGHTS THAT A PURCHASER MAY HAVE UNDER THE SECURITIES ACT
OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, BOTH AS AMENDED. THESE SECURITIES BEING OFFERED ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
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MSB FINANCIAL CORP. Stock Ownership Guide and Stock Order Form Instructions
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Stock Order Form Instructions - All subscription orders are subject to the provisions of the stock offering.
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Item 1 and 2 - Fill in the number of shares that you wish to purchase and the total payment due. The amount due
is determined by multiplying the number of shares ordered by the subscription price of $10.00 per share. The
minimum purchase is 25 shares. Generally, the maximum purchase for any person is 20,000 shares (20,000 shares x
$10.00 per share = $200,000). No person, together with associates, as defined in the prospectus, and persons
acting in concert, as defined in the prospectus, may purchase more than 25,000 shares (25,000 shares x $10.00 per
share = $250,000) of the common stock offered in the stock offering. For additional information, see "THE STOCK
OFFERING - Limitations on Purchases of Common Stock" in the prospectus.
Item 3 - Payment for shares may be made in cash (only if delivered by you in person, although we request you to
exchange the cash for a check with any of the tellers at a Millington Savings Bank branch) or by check, bank
draft or money order payable to MSB Financial Corp. DO NOT MAIL CASH. Your funds will earn interest at
Millington Savings Bank's ("Millington Savings Bank") regular passbook savings rate until the stock offering is
completed or terminated.
To pay by withdrawal from a savings account or certificate at Millington Savings Bank insert the account
number(s) and the amount(s) you wish to withdraw from each account. If more than one signature is required for a
withdrawal, all signatories must sign in the signature box on the front of the Stock Order and Certification
Form. To withdraw from an account with checking privileges, please write a check. Millington Savings Bank will
waive any applicable penalties for early withdrawal from certificate accounts (CDs). A hold will be placed on
the account(s) for the amount(s) you indicate to be withdrawn. Payments will remain in account(s) until the
Stock Offering closes and earn their respective rate of interest.
Item 4 - Please check the appropriate box to tell us the earlier of the two dates that applies to you.
Item 5 - Please check one of these boxes if you are a director, officer or employee of Millington Savings Bank,
or a member of such person's household.
Item 6 - The stock transfer industry has developed a uniform system of shareholder registrations that we will use
in the issuance of MSB Financial Corp.'s common stock. Please complete this section as fully and accurately as
possible, and be certain to supply your social security or Tax I.D. number(s) and your daytime and evening phone
numbers. We will need to call you if we cannot execute your order as given. If you have any questions regarding
the registration of your stock, please consult your legal advisor or contact the Stock Information Center at
(877) 274-2040. Subscription rights are not transferable. If you are an eligible or supplemental eligible
account holder, to protect your priority over other purchasers as described in the prospectus, you must take
ownership in at least one of the account holder's names.
Item 7 - Please review the preprinted qualifying account number(s) information. The account number(s) listed may
not be all of your account number(s). You should list any other qualifying accounts that you may have or had
with Millington Savings Bank in the box located under the heading "Additional Qualifying Accounts." These may
appear on other stock order forms you have received. For example, if you are ordering stock in just your name,
you should list all of your account numbers as of the earlier of the two dates that you were a depositor.
Similarly, if you are ordering stock jointly with another depositor, you should list all account numbers under
which either of you are owners, i.e. individual accounts, joint accounts, etc. If you are ordering stock in your
minor child's or grandchild's name under the Uniform Transfers to Minors Act, the minor must have had an account
number on one of the two dates and you should list only their account number(s). If you are ordering stock
corporately, you need to list just that corporation's account number, as your individual account number(s) do not
qualify. Failure to list all of your qualifying depositor numbers may result in the loss of part or all of your
subscription rights.
NOTE: The order form is to be received (not postmarked) at 1902 Long Hill Road, Millington, New Jersey 07946, or
at one of Millington Savings Bank's other branch offices by the end of the subscription offering: December __,
2006 at 12:00 Noon, Eastern Time.
(See Reverse Side for Stock Ownership Guide)
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MSB FINANCIAL CORP. Stock Ownership Guide and Stock Order Form Instructions
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Stock Ownership Guide
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Individual - The stock is to be registered in an individual's name only. You may not list beneficiaries for this
ownership.
Joint Tenants - Joint tenants with rights of survivorship identifies two or more owners. When stock is held by
joint tenants with rights of survivorship, ownership automatically passes to the surviving joint tenant(s) upon
the death of any joint tenant. You may not list beneficiaries for this ownership.
Tenants in Common - Tenants in common may also identify two or more owners. When stock is to be held by tenants
in common, 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 parties must agree to the transfer or sale of shares held by tenants
in common. You may not list beneficiaries for this ownership.
Uniform Transfers To Minors Act - For residents of New Jersey and many states, stock may be held in the name of a
custodian for the benefit of a minor under the Uniform Transfers to Minors Act. For residents in other states,
stock may be held in a similar type of ownership under the Uniform Gifts to Minors Act of the individual state.
For either ownership, the minor is the actual owner of the stock with the adult custodian being responsible for
the investment until the child reaches legal age. Only one custodian and one minor may be designated.
Instructions: On the first name line, print the first name, middle initial and last name of the custodian, with
the abbreviation "CUST" after the name. Print the first name, middle initial and last name of the minor on the
second name line followed by the notation UTMA-NJ or UGMA-Other State. List only the minor's social security
number.
Corporation/Partnership - Corporations/Partnerships may purchase stock. Please provide the Corporation /
Partnership's legal name and Tax I.D. To have depositor rights, the Corporation/Partnership must have an account
in the legal name. Please contact the Stock Information Center to verify depositor rights and purchase limitations.
Individual Retirement Account - Individual Retirement Account ("IRA") holders may potentially make stock
purchases from their existing IRA if it is a self-directed IRA or through a prearranged "trustee-to-trustee"
transfer if their IRA account is currently at Millington Savings Bank. The stock cannot be held in your
Millington Savings Bank account. Please contact your broker or self-directed IRA account provider as quickly as
possible to explore this option, as it may take a number of days to complete a trustee-to-trustee transfer.
Registration for IRA's: On Name Line 1 - list the name of the broker or trust department followed by CUST or
TRUSTEE.
On Name Line 2 - FBO (for benefit of) YOUR NAME [IRA a/c #__________].
Address will be that of the broker / trust department to where the stock certificate
will be sent.
The Social Security / Tax I.D. number(s) will be either yours or your trustee's,
as the trustee directs.
Please list your phone numbers.
Fiduciary/Trust - Generally, fiduciary relationships (such as Trusts, Estates, Guardianships, etc.) are
established under a form of trust agreement or pursuant to a court order. Without a legal document establishing
a fiduciary relationship, your stock may not be registered in a fiduciary capacity.
Instructions: On the first name line, print the first name, middle initial and last name of the fiduciary if the
fiduciary is an individual. If the fiduciary is a corporation, list the corporate title on the first name line.
Following the name, print the fiduciary title, such as trustee, executor, personal representative, etc. On the
second name line, print the name of the maker, donor or testator or the name of the beneficiary. Following the
name, indicate the type of legal document establishing the fiduciary relationship (agreement, court order,
etc.). In the blank after "Under Agreement Dated," fill in the date of the document governing the relationship.
The date of the document need not be provided for a trust created by a will.
(See Reverse Side for Stock Order Form Instructions)