1
EXHIBIT 99.1
VOTE BY TELEPHONE:
Have your proxy card
available when you CALL THE
TOLL-FREE NUMBER
1-800-250-9081 using a
Touch-Tone phone. You will
be prompted to enter your
control number and then you
can follow the simple
prompts that will be
presented to you to record
your vote.
VOTE BY INTERNET:
Have your proxy card
available when you ACCESS
THE WEBSITE
HTTP://WWW.VOTEFAST.COM.
You will be prompted to
enter your control number
and then you can follow the
simple prompts that will be
presented to you to record
your vote.
Michigan law allows proxy
voting by electronic means.
VOTE BY MAIL:
Please mark, sign and date
your proxy card and return
it in the postage-paid
envelope provided or return
it to: Corporate Election
Services, P.O. Box 1150,
Pittsburgh, Pennsylvania
15230.
VOTE BY TELEPHONE VOTE BY MAIL VOTE BY INTERNET
Call TOLL-FREE using a Access the WEBSITE and Return your proxy
Touch-Tone phone Cast your vote in the POSTAGE-PAID
1-800-250-9081 http://www.votefast.com Envelope provided
VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
Your telephone and Internet vote MUST BE RECEIVED BY 11:59 P.M.
EASTERN STANDARD TIME ON MARCH 12, 2001 to be counted in the
final tabulation.
YOUR CONTROL NUMBER IS:
* PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. *
-------------------------------------------------------------------------------
OLD KENT FINANCIAL CORPORATION REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned being a shareholder of Old Kent Financial
Corporation ("Old Kent") hereby appoints David J. Wagner, Robert
H. Warrington and Mary E. Tuuk, or any one of them, with full
powers of substitution, to act as proxies for the undersigned,
to vote all shares of common stock of Old Kent which the
undersigned is entitled to vote at the Special Meeting of
Shareholders (the "Meeting"), to be held in the Gillett
Auditorium at Old Kent Bank, 111 Lyon Street N.W., Grand Rapids,
Michigan on March 13, 2001 at 10:00 a.m., and at any and all
adjournments or postponements thereof. The affirmative vote of a
majority of the shares represented at the Meeting may authorize
the adjournment of the Meeting; provided, however, that no proxy
which is voted against the proposal will be voted in favor of
adjournment to solicit further proxies for the proposal.
The undersigned acknowledges receipt from Old Kent prior to the
execution of this proxy of notice of the special meeting and a
proxy statement/prospectus dated January , 2001.
.............................
Signature(s)
.............................
Signature(s)
Please sign exactly as your
name appears hereon. If
shares are held jointly, each
holder should sign. When
signing as executor,
administrator, attorney,
trustee or guardian, etc.,
please give your full title.
Dated: ................, 2001
2
YOUR VOTE IS IMPORTANT!
IF YOU DO NOT VOTE BY TELEPHONE OR INTERNET, PLEASE SIGN AND
DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE, OR OTHERWISE TO CORPORATE ELECTION
SERVICES, P.O. BOX 1150, PITTSBURGH, PA 15230, SO THAT YOUR
SHARES MAY BE REPRESENTED AT THE MEETING.
* PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING. *
-------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO APPROVE THE AGREEMENT AND PLAN OF MERGER.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT THE SPECIAL MEETING, THIS PROXY WILL BE
VOTED IN THE DISCRETION OF THOSE NAMED IN THIS PROXY. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE SPECIAL MEETING. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY ON THE PERSONS NAMED IN THIS PROXY TO
VOTE WITH RESPECT TO MATTERS INCIDENT TO THE CONDUCT OF THE
SPECIAL MEETING. ALL FORMER PROXIES ARE HEREBY REVOKED.
1. Proposal to approve an amended and restated agreement and plan of
merger dated as of January 16, 2001 among Fifth Third Bancorp, Fifth
Third Financial Corporation and Old Kent Financial Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN