EXHIBIT 99.1
BOARDWALK BANK
201 SHORE ROAD
LINWOOD, NEW JERSEY 08221
ANNUAL MEETING OF SHAREHOLDERS
HELD ON April 27, 2006
REVOCABLE PROXY
The undersigned hereby appoints Wayne S. Hardenbrook, Guy A. Deninger and Joan
B. Ditmars, or any one of them acting in the absence of the other, as proxy
holders, each with full power to appoint his substitute, and hereby authorizes
them to represent and to vote all of the shares of common stock of Boardwalk
Bank, a New Jersey state bank (the "Bank"), which the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held at 10:00 a.m. local time
on Thursday, April 27, 2006 on the following proposals as indicated hereon or
any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE FOLLOWING MATTERS AND
PROPOSALS, ETC
1. Approval of the Plan of Acquisition whereby the Bank will be reorganized into
the holding company form of organization and will become a wholly-owned
subsidiary of a newly-formed holding company called Boardwalk Bancorp, Inc. (the
"Reorganization").
|_| For |_| Against |_| Abstain
2. Election of Directors: |_| FOR |_| WITHHOLD |_| FOR ALL EXCEPT
Mark A. Benevento; Joseph M. Brennan; Rudolph M. Chiorazzo; Arthur R. Coslop;
Michel D. Devlin; Agostino R. Fabietti, CPA; James L. Fraser; Arthur J.
Galletta; Thomas L. Glenn, III; Roy Goldberg; Carol Nugent Harris; Patricia C.
Koelling RN BSN, Thomas S. Rittenhouse; Thomas K. Ritter, CPA (Ret.)
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
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3. Approval of the Boardwalk Bancorp, Inc. 2006 Employee Stock Purchase Plan.
|_| For |_| Against |_| Abstain
4. Approval of the Boardwalk Bancorp, Inc. 2006 Stock Incentive Plan.
|_| For |_| Against |_| Abstain
5. Proposal to ratify the appointment of KPMG LLP as independent registered
public accountants for the fiscal year ending December 31, 2006.
|_| For |_| Against |_| Abstain
6. Proposal to adjourn the meeting, if necessary or appropriate, to solicit
additional proxies if there are insufficient votes at the time of the meeting to
approve the Reorganization.
|_| For |_| Against |_| Abstain
THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE AND FOR
THE OTHER PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING,
THIS SIGNED PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Signature:____________________________ Printed Name:________________________
Date:_________________________________ Signature:___________________________
Printed Name:_________________________ Date:_________________________________
If these shares are hold jointly, both or all such persons must sign this
ballot. Corporate or partnership ballots should be signed in full corporate or
partnership name by an authorized person. Persons signing in a fiduciary
capacity should indicate their full title in such capacities.
PLEASE SEE REVERSE FOR PROXY VOTING INSTRUCTIONS
YOUR VOTE IS IMPORTANT
VOTE TODAY IN ONE OF THREE WAYS:
1. VOTE BY TELEPHONE: After you call the phone number below, you will be
asked to enter the control number at the bottom of the page. You will
need to respond to only a few simple prompts. Your vote will be
confirmed and cast as directed.
Call toll-free in the U.S. or Canada at
1-866-626-4508 on a touch-tone telephone
OR
2. VOTE BY INTERNET:
Log-on to WWW.VOTESTOCK.COM
Enter your control number printed below
Vote your proxy by checking the appropriate boxes
Click on "Accept Vote
OR
3. VOTE BY MAIL: If you do not wish to vote by telephone or over the
internet, please complete, sign, date and return the above proxy card in
the pre-paid envelope provided.
YOUR CONTROL NUMBER IS:
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You may vote by telephone or Internet 24 hours a day, 7 days a week.
Your telephone or Internet vote authorizes the named proxies to vote in the
same manner as if you
marked, signed and returned your proxy card.
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