SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the Registrant ý
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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ý
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Definitive
Proxy Statement
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to Rule 14a-12
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FIRST
DEFIANCE FINANCIAL CORP.
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(Name
of Registrant as Specified In Its
Charter)
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(Name
of Person(s) Filing Proxy Statement if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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ý
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed
pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange
Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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601
Clinton Street
Defiance,
Ohio 43512
(419)
782-5015
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
TO
BE HELD ON DECEMBER 31, 2007
A
Special
Meeting of Shareholders ("Special Meeting") of First Defiance Financial
Corp.,
Defiance, Ohio (the "Company") will be held at the home office of its
subsidiary
First Federal Bank of the Midwest, located at 601 Clinton Street, Defiance,
Ohio
43512, Monday, December 31, 2007 at 1:00 p.m., Eastern Time, for the
following
purposes, all of which are more completely set forth in the accompanying
Proxy
Statement:
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(1)
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To
adopt amendments to the Company's Code of Regulations to permit
the
issuance of uncertificated shares;
and
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(2)
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To
transact such other business as may properly come before the
Special
Meeting or any adjournment thereof. Management is not aware
of any other
business.
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The
Board of Directors has fixed
November 19, 2007 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Special Meeting or at any
adjournment
thereof. Only those shareholders of record as of the close of business
on that
date will be entitled to vote at the Special Meeting or at any such
adjournment.
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BY
ORDER OF THE BOARD OF DIRECTORS
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William
J. Small
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Chairman,
President and Chief Executive
Officer
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Defiance,
Ohio
November
23, 2007
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YOU
ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IT IS
IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN.
EVEN IF YOU
PLAN TO BE PRESENT IN PERSON, WE URGE YOU TO COMPLETE, SIGN,
DATE AND
RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED
OR FOLLOW THE
INSTRUCTIONS ON THE PROXY CARD FOR VOTING BY TELEPHONE OR OVER
THE
INTERNET. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE EITHER
IN PERSON
OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON
AT ANY TIME BEFORE IT IS
EXERCISED.
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First
Defiance Financial Corp.
601
Clinton Street
Defiance,
Ohio 43512
PROXY
STATEMENT FOR
SPECIAL
MEETING OF SHAREHOLDERS
To
be
held December 31, 2007
GENERAL
This
Proxy Statement is being furnished to the shareholders of First Defiance
Financial Corp., Defiance, Ohio (the "Company," "we" or "us"). Our
Board of Directors is soliciting proxies to be used at the Special Meeting
of
Shareholders (the "Special Meeting") to be held at the home office of
First
Federal Bank of the Midwest located at 601 Clinton Street, Defiance,
Ohio 43512,
on Monday, December 31, 2007 at 1:00 p.m., Eastern Time, and at any adjournment
thereof. This Proxy Statement is first being mailed to shareholders
on or about November 26, 2007.
QUESTIONS
AND ANSWERS ABOUT
VOTING
PROCEDURES AND THE SPECIAL MEETING
The
following questions and answers highlight only selected
information. We urge you to read carefully the remainder of this
Proxy Statement because the questions and answers below do not contain
all of
the information that might be important to you with respect to the proposal
that
will be considered at the Special Meeting.
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Q.
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Why
are we having the Special
Meeting?
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A.
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The
purpose of the Special Meeting is to vote upon the adoption
of amendments
to the Company's Code of Regulations (the "Regulations") to
permit the
issuance of uncertificated shares.
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Q.
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Why
am I being asked to adopt the amendments to the
Regulations?
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A.
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The
NASDAQ Stock Market ("NASDAQ"), has adopted a rule, which becomes
effective January 1, 2008, requiring that all companies with
stock listed
on NASDAQ must be eligible to participate in a Direct Registration
System
("DRS"). To be eligible for DRS, we must be able to issue
shares that are uncertificated. Our Regulations currently
require that all shares
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1
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of
the Company must be represented by a certificate, which prevents
us from
being eligible to participate in a DRS. To continue to list our
common shares on NASDAQ, our shareholders must approve amendments
to our
Regulations to permit the issuance of uncertificated
shares.
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Q.
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What
happens if the amendments to the Regulations are not
adopted?
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A.
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If
the amendments are not adopted, as of January 1, 2008, we will
not comply
with NASDAQ’s listing requirements and NASDAQ may take steps to delist
our
shares.
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Q.
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What
am I voting on?
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A.
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You
are voting only on the proposal, discussed in this Proxy Statement,
to
adopt amendments to our Regulations to permit the issuance
of
uncertificated shares.
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Q.
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Has
the Board approved the amendments to the
Regulations?
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A.
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Yes.
The Board of Directors approved the amendments to the Regulations
on
November 19, 2007.
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Q.
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How
does the Board recommend I
vote?
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A.
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The
Board of Directors recommends that you vote FOR the adoption
of the
amendments to the Regulations.
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Q.
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What
vote is required to adopt the
amendments?
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A.
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The
proposal to adopt amendments to our Regulations requires the
affirmative
vote of two-thirds of our outstanding common shares. To vote
shares you hold in "street name," you must follow your broker's
directions
to vote. This proposal is not a discretionary matter on which
your broker can vote without specific directions from you. A
"broker non-vote" occurs when a broker does not vote on a proposal
because
it has not received voting instructions from the beneficial
owner and does
not have discretionary authority to vote on that
proposal. Abstentions and non-votes have the same effect as a
vote against the amendments.
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Q.
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What
is a quorum for the
Special
Meeting?
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A.
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A
quorum to conduct business at
the Special Meeting is the presence, in person or by proxy,
of a majority
of the Company's outstanding shares. Broker non-votes and
abstentions are counted toward determining the presence of
a
quorum. However, as mentioned above, because the amendments
require the approval of two-thirds of our outstanding shares,
at least
two-thirds of our outstanding shares must be present at the
Special
Meeting.
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Q.
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Who
can attend and vote at the Special
Meeting?
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A.
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Only
holders of record of our common shares at the close of business
on
November 19, 2007, the record date for the Special Meeting
(the "Record
Date"), are entitled to receive notice of and to vote at the
Special
Meeting. As of the Record Date, there were 7,079,319
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2
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common
shares of the Company outstanding and entitled to vote at the
Special
Meeting. Each outstanding common share on the Record Date is
entitled to
one vote on each matter properly brought before the Special
Meeting.
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Q.
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How
may I vote at the Special
Meeting?
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A.
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How
you vote at the Special Meeting depends on how your shares
are
registered.
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·
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If
your First Defiance shares are held in “street name”, you must
follow the voting instructions provided by the bank, broker
or other party
who is the record holder of your shares. If you intend to vote
in person at the Special meeting, you must obtain and present
at the
meeting a proxy, executed in your favor by your bank, broker
or other
holder of record.
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·
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If
you are the record owner of First Defiance shares, you may vote
using any of the following methods:
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By
mail: Mark, sign and date your proxy card and return it in the
postage-paid envelope
provided. The named proxies will vote your stock according to your directions.
If you submit a signed proxy card without indicating your vote, the person
voting the proxy will vote your stock FOR the adoption of the amendments
to the
Regulations.
By
telephone: Call toll free at 1-888-216-1302 from any touch-tone
telephone to vote your proxy 24 hours a day, 7 days a week, until 3:00
a.m.
Eastern Time on December 31, 2007. Follow the simple instructions to
cast your vote.
By
internet: On the website WWW.PROXYVOTENOW.COM/DEF
you can vote your proxy 24 hours a day, 7 days a week, until 3:00 a.m.
Eastern
Time on December 31, 2007. Follow the simple instructions to cast
your vote.
By
attending the special meeting and voting in person. A ballot
will be provided at the meeting for you to vote in
person.
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Q.
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Can
I revoke or change my
proxy?
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A.
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Yes.
You may revoke your proxy at any time before it is exercised
by doing any
of the following:
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·
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Filing
a written notice of
revocation that is received by the Company's Secretary (John
W. Boesling,
Secretary, First Defiance Financial Corp., 601 Clinton Street,
Defiance,
Ohio 43512) prior to the commencement of voting at the Special
Meeting;
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3
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·
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Submitting
a valid proxy bearing a
later date that is received by the Company prior to the commencement
of
voting at the Special Meeting;
or
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·
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Attending
the Special Meeting in
person and giving notice of revocation to the Secretary prior
to the
commencement of voting at the Special
Meeting.
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The
proxies being solicited will be used
only at the Special Meeting and any adjournment thereof and will not
be used for
any other meeting. Voting by proxy will in no way limit your
right to vote at the Special Meeting if you later decide to attend in
person.
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Q.
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How
will my shares be voted if I do not provide
directions?
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A.
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If
no direction is given and a proxy is validly executed, the
shares
represented by the proxy will be voted FOR the adoption of
the amendments
to the Regulations. The persons authorized under a proxy will
vote upon any other business that may properly come before
the Special
Meeting according to their best judgment to the same extent
as the person
delivering the proxy would be entitled to vote. However, we
do not expect
any other matters to be raised at the Special
Meeting.
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Q.
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Who
can help answer my
questions?
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A.
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If
you have any questions about how to submit your proxy, if you
need
additional copies of this Proxy Statement or the enclosed proxy
card, or
if you have any questions or require any assistance with voting
your
shares you may contact our proxy
specialists:
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The
Altman Group, Inc.
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Toll
Free: 866-406-2284
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If
you have any questions about the amendments to the Regulations,
you should
contact John C. Wahl, Chief Financial Officer, at First Defiance
Financial
Corp., 601 Clinton
Street,
Defiance, Ohio 43512 or by phone at (419)
782-5015.
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PROPOSAL
TO ADOPT AMENDMENTS TO
THE
COMPANY'S CODE OF REGULATIONS
NASDAQ
has finalized rules which require all companies with shares listed on
NASDAQ to
be eligible by January 1, 2008 to participate in DRS, which is a service
within
the securities industry that allows companies to issue shares in book
entry form
without the use of share certificates. The Company does not currently
participate in a DRS and does not intend at present to eliminate share
certificates. However, the NASDAQ rule requires that the Company must
be eligible for such a program, even if it does not participate in
DRS. To remain listed on NASDAQ, the Company must have the ability to
participate in a DRS, which requires that the Company be authorized to
issue
uncertificated shares. The proposed amendments to the Regulations
provide that authority. If the amendments are not adopted, the
Company’s shares will be delisted from NASDAQ.
4
Currently,
Article V of our Regulations requires that our shares be represented
by
certificates, although Ohio Law permits uncertificated shares. If the
amendments are adopted, the Board of Directors will have the authority
to adopt
resolutions permitting uncertificated shares of stock to be issued consistent
with Ohio law. However, such a resolution will not apply to shares
then represented by certificates until such certificates are surrendered
to the
Company, and any record holder of the Company's shares will have the
right to
request a certificate representing his or her shares at any time.
Recommendation
of the Board
The
Board
believes that allowing for the issuance of uncertificated shares is in
the best
interests of the Company and its shareholders because the failure to
obtain the
ability to issue uncertificated shares will jeopardize the Company's
ability to
maintain its listing of shares on NASDAQ and any other major stock exchanges.
Accordingly, the Board unanimously recommends that our shareholders vote
FOR the
adoption of the proposed amendments to Article V of our
Regulations.
Text
of Proposed Amendments
Annex
A
to this Proxy Statement shows the changes to the relevant portions of
Article V
of the Regulations resulting from the proposed amendments. Deletions
are indicated by strike-outs and additions are indicated by
underlining. The amendments were approved by the Board of Directors
on November 19, 2007. If approved by our shareholders, the amendments
will become immediately effective.
Vote
Required
The
resolution included in Annex A to this Proxy Statement will be submitted
for
adoption at the Special Meeting. The affirmative vote of the holders
of
two-thirds of the Company's outstanding shares is necessary to adopt
the
amendments. Unless otherwise instructed by the shareholder, properly
executed proxies will be voted FOR the adoption of the
amendments. Abstentions and broker non-votes will have the same
effect as votes against the amendment.
OWNERSHIP
OF COMPANY SHARES
The
following table includes, as of the
Record Date, certain information as to the common shares beneficially
owned by
(i) the only persons or entities, including any "group" as that term
is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended ("1934
Act"), known to us to be the beneficial owner of more than 5% of the
issued and
outstanding common shares, (ii) each of our directors, (iii) our executive
officers listed in the summary compensation table of our annual proxy
statement,
and (iv) all of our directors and executive officers as a group.
5
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Common
Stock
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Name
of Beneficial Owner
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Shares
Owned
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Right
to Acquire
Beneficial
Ownership
Under
Options
Exercisable
Within
60 Days
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Percent
of
Class
(a)
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Phantom
Stock
Units
(b)
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First
Defiance Financial Corp.
Employee
Stock Ownership Plan
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550,446
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(c)
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−
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7.78
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%
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−
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Private
Capital Management
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675,711
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(d)
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−
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9.54
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% |
−
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Dimensional
Fund Advisors, Inc.
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518,122
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(e)
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−
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7.32
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% |
−
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John
L. Bookmyer
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1,047
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−
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−
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2,488
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Stephen
L. Boomer
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13,514
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(f)
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−
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−
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−
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Douglas
A. Burgei
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21,340
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(f)
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−
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−
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−
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Peter
A. Diehl
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7,202
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−
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−
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−
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John
U. Fauster III
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23,450
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(f)
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1,943
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−
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−
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Dwain
I. Metzger
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1,036
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−
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−
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−
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Gerald
W. Monnin
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40,778
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(f)
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−
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−
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−
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James
L. Rohrs
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30,965
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71,200
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1.43
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% |
−
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William
J. Small
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111,864
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(f)
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2,000
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1.61
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% |
−
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Samuel
S. Strausbaugh
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1,039
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−
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−
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378
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Thomas
A. Voigt
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13,290
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(f)
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1,943
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−
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−
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Gregory
R. Allen
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17,663
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24,900
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−
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−
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John
C. Wahl
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80,912
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(f)
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5,600
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1.22
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% |
−
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All
directors and executive
officers
as a group (16 persons)
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425,304
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175,537
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8.28
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%
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2,866
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(a)
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If
no percent is provided, the number of shares is less than 1%
of the total
outstanding common shares.
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(b)
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Represents
phantom shares denominated in common shares of the Company
under the First
Defiance Deferred Compensation
Plan.
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(c)
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Shares
owned by First Defiance Financial Corp. Employee Stock Ownership
Plan, 601
Clinton St., Defiance, OH ("ESOP") which have been allocated
to persons
listed in this table are also included in those persons' holdings:
Mr.
Rohrs – 4,081 shares, Mr. Small – 16,806 shares, Mr. Allen – 4,604 shares,
Mr. Wahl – 20,486 shares, and all directors and executive officers as
a
group – 45,977 shares..
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(d)
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Based
on Schedule 13G filed with the Securities and Exchange Commission
(the
"SEC") on February 14, 2007, Private Capital Management, 8889
Pelican Bay
Blvd. Suite 500, Naples, FL 34108 ("PCM") is an investment
advisor
registered under Section 203 of the Investment Advisors Act
of 1940. PCM
reported shared voting and investment power over 675,711 common
shares.
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(e)
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Based
on Schedule 13G filed with the SEC on February 1, 2007, Dimensional
Fund
Advisors LP., 1299 Ocean Avenue, Santa Monica, CA 90401 ("Dimensional"),
an investment advisor registered under Section 203 of the Investment
Advisors Act of 1940, possesses both voting and investment
power over
518,122 common shares. All 518,122 shares reported are owned
by the
entities for which Dimensional serves as investment advisor,
and
Dimensional disclaims beneficial ownership of such
securities.
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(f)
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Includes
common shares in which beneficial owners share voting and/or
investment
power as follows: 10,125 held jointly by Mr. Boomer and his
spouse; 5,264
shares held jointly by Dr. Burgei and his spouse; 1,000 shares
held by Dr.
Fauster's spouse; 40,778 held in Mr. Monnin's trusts for which
he is a
trustee; 276 shares and 53,240 shares which Mr. Small owns
jointly with
his children and spouse respectively; 1,330 shares held by
Mr. Voigt's
spouse; and 20,000 shares, 2,000 shares and 438 shares held
by Mr. Wahl's
spouse, jointly by Mr. Wahl and his spouse and held in custodial
accounts
for minor children for which Mr. Wahl's is
custodian.
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6
SHAREHOLDER
PROPOSALS
Any
proposal which a shareholder wishes
to have included in the proxy solicitation materials to be used in connection
with the Company’s next annual meeting of shareholders must have been received
at the Company’s main office no later than November 23, 2007. If such
proposal is in compliance with all of the requirements of Rule 14a-8
under the
1934 Act, it will be included in the Proxy Statement and set forth on
the form
of proxy issued for the next annual meeting of shareholders. In
addition, if a shareholder intends to present a proposal at the Company’s 2008
annual meeting of shareholders without including the proposal in the
proxy
solicitation materials relating to that meeting, and if the proposal
is not
received by January 31, 2008, then the proxies designated by the Board
of
Directors for the 2008 annual meeting may vote proxies in their discretion
on
the proposal without mention of the matter in the proxy solicitation
materials
or on the proxy card.
OTHER
MATTERS
Each
proxy confers discretionary
authority to vote the proxy on matters incident to the conduct of the
Special
Meeting and upon such other matters as may properly come before the Special
Meeting. Management is not aware of any business to come before the Special
Meeting other than as described in this Proxy Statement. However, if
any other
matters should properly come before the Special Meeting, it is intended
that the
proxies solicited hereby will be voted with respect to those other matters
in
accordance with their judgment.
The
Company will pay the cost of the
solicitation of proxies. First Defiance will reimburse brokerage firms
and other
custodians, nominees and fiduciaries for reasonable expenses incurred
by them in
sending proxy materials to the beneficial owners of our shares. In addition
to
solicitations by mail, directors, officers and employees of the Company
and its
subsidiaries may solicit proxies personally or by telephone without additional
compensation. Further, we have retained The Altman Group, a proxy solicitation
firm, to assist us in soliciting proxies. We anticipate that the
costs of The Altman Group’s services will be approximately $10,000, [plus
reasonable expenses].
IT
IS IMPORTANT THAT PROXIES ARE
RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN
PERSON, WE URGE YOU TO COMPLETE, SIGN AND RETURN THE PROXY IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE.
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BY
ORDER OF THE BOARD OF DIRECTORS
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William
J. Small, Chairman, President and
Chief
Executive Officer
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November
23, 2007
Defiance,
Ohio
7
ANNEX
A
PROPOSAL
TO AMEND CODE OF REGULATIONS TO
PROVIDE
FOR THE ISSUANCE OF UNCERTIFICATED SHARES
“RESOLVED,
that Article V of the Code of Regulations of the Corporation be amended
and
replaced in its entirety with the following:
ARTICLE
V
Certificates
for Shares and Their Transfer
SECTION
1. Uncertificated
Shares;
Certificates
for
Shares. The
sharesTo
the extent permitted by
Ohio law, the Board of Directors may provide by resolution that shares
of
capital stock
of the Corporation shall be represented
by
certificatesissued
in uncertificated
form. Any such resolution shall not apply to (i) shares then
represented by a certificate until such certificate is surrendered to
the
Corporation, or (ii) to a certificated share issued in exchange for an
uncertificated share. Notwithstanding the foregoing, every holder of
shares of the Corporation is entitled, upon request, to receive one or
more
certificates representing the shares of stock of the Corporation held
by such
holder. Any such certificate shall be signed
by the chairman or vice chairman
of the Board of Directors or by the president or a vice president and
by the
secretary, an assistant secretary, the treasurer, or an assistant treasurer
of
the Corporation, and may be sealed with the seal of the Corporation or
a
facsimile thereof. Any or all of the signatures upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent
or
registered by a registrar, other than the Corporation itself of an employee
of
the Corporation. If any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to
be such
officer before the certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of its
issue.
SECTION
2. Form of Share
Certificates. All
certificatesCertificates,
if
any,
representing shares issued by the Corporation shall set forth upon the
face or
back that the Corporation will furnish to any shareholder upon request
and
without charge within five days after receipt of written request therefore
a
full statement of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued, the variations
in
the relative rights and preferences between the shares of each such series
so
far as the same have been fixed and determined and the authority of the
Board of
Directors to fix and determine the relative rights and preferences of
subsequent
series. Each
certificate representing shares shall state upon the face thereof: (i)
that
the Corporation is organized under
the laws of the State of Ohio; (ii)
the
name of
the person to whom issued; (iii)
the
number of
shares represented by such certificate; (iv)
the
date of
issue;
(v) the
designation of the series or class, if any, which such certificate
represents. Other matters in regard to the form of the certificates
shall be determined by the Board of Directors.
Within
a reasonable time after the
issuance or transfer of uncertificated shares, the Corporation shall
send to the
registered owner of the shares a written notice containing the information
required to be set forth or stated on certificates pursuant to applicable
law.
8
SECTION
3. Payment of
Shares. No certificateshare
shall be issued for any
shares,
whether in certificated or uncertificated form, until
such share is fully
paid.
SECTION
4. Form of Payment
for
Shares. The
consideration for the issuance of shares shall be paid in accordance
with the
provisions of the Corporation’s Articles of Incorporation.
SECTION
5. Transfer of
Shares. Transfer of
shares of
capital stock of the Corporation shall be made only on its stock transfer
books. Authority for such transfer shall be given only by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of such authority, or by his attorney thereunto authorized by
power of
attorney duly executed and filed with the Corporation. SuchIn
the case of certificated
shares, such
transfer shall be made only on surrender for cancellation of the certificate
for
such shares. In
the case of
uncertificated shares, such transfer shall be made in accordance with
customary
procedures for transferring shares in uncertificated
form. The
person in whose name
shares of capital stock stand on the books of the Corporation shall be
deemed by
the Corporation to be the owner thereof for all purposes.
SECTION
6. Stock Ledger. The
stock ledger of the
Corporation shall be the only evidence as to who are the stockholders
entitled
to examine the stock ledger, the list required by Section 7 of Article
II or the
books of the Corporation, or to vote in person or by proxy at any meeting
of
stockholders.
SECTION
7. Lost Certificates. The
Board of Directors may
direct a new certificate or
substitute uncertificated
shares to
be
issued in place of any certificate theretofore issued by the Corporation
alleged
to have been lost, stolen, or destroyed, upon the making of an affidavit
of that
fact by the person claiming the certificate of stock to be lost, stolen,
or
destroyed. When authorizing such issue of a new
certificate or
substitute uncertificated shares,
the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require
the
owner of such lost, stolen, or destroyed certificate, or his legal
representative, to give the Corporation a bond in such sum as it may
direct as
indemnity against any claim that may be made against the Corporation
with
respect to the certificate alleged to have been lost, stolen, or
destroyed.
SECTION
8. Record Owners. The
Corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as
the owner of shares to receive dividends, and to vote as such owner,
and shall
not be bound to recognize any equitable or other claim to or interest
in such
shares on the part of any other person, whether or not the Corporation
shall
have express or other notice thereof, except as otherwise provided by
law.
9
|
ý PLEASE
MARK VOTES
AS
IN
THIS EXAMPLE
|
REVOCABLE
PROXY
FIRST
DEFIANCE FINANCIAL CORP.
|
|
For
|
Against
|
Abstain
|
|||
|
THIS
PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS OF FIRST DEFIANCE FINANCIAL
CORP.
|
1. Adopt
Amendments to the Company’s
Code of Regulations to permit the issuance of uncertificated
shares.
|
o
|
o
|
o
|
|
|
SPECIAL MEETING
OF SHAREHOLDERS
|
|||||
|
December
31, 2007
1:00
p.m. local time
|
2. In
their discretion, the
proxies are authorized to vote upon such other business as may
properly
come before the meeting.
|
||||
|
|
|||||
|
The
undersigned hereby appoints
the Board of Directors of First Defiance Financial Corp. (the
“Company”)
as proxies, each with power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated below, all
the shares
of Common Stock of the Company held of record by the undersigned
on
November 19, 2007 at the Special Meeting of Shareholders to be
held at the
home office of its subsidiary, First Federal Bank, located at
601 Clinton
Street, Defiance, Ohio 43512, on Monday, December 31, 2007, at
1:00 p.m.,
Eastern Time, and any adjournment thereof.
|
The
Board of Directors
recommends a vote “FOR”
Proposal
1.
THIS
PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS. THE SHARES OF THE COMPANY’S COMMON STOCK WILL BE
VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL
BE VOTED
“FOR”
THE
ADOPTION OF THE AMENDMENTS TO THE CODE OF REGULATIONS SPECIFIED
IN
PROPOSAL 1 AND
OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS
PROXY AT
ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL
MEETING.
PLEASE
SIGN EXACTLY AS YOUR
NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title. If
a
corporation or partnership, write in the full corporate or partnership
name and have the President or other authorized officer sign. If
shares
are held jointly, each holder should sign, but only one signature is
required.
|
||||
|
Please
be sure to sign and date
this Proxy in the box below |
Date | ||
|
Shareholder
sign above
|
Co-holder
(if any) sign
above)
|
||
Ç
Detach above card, sign, date and mail in postage paid envelope
provided. Ç
FIRST
DEFIANCE FINANCIAL CORP.
|
PLEASE
ACT PROMPTLY
SIGN,
DATE & MAIL YOUR PROXY CARD
TODAY
|
IF
YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW
AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
INSTRUCTION
CARD
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRST
DEFIANCE FINANCIAL CORP.
SPECIAL
MEETING OF SHAREHOLDERS
December
31, 2007
1:00
p.m. local time
The
undersigned hereby appoints the Board of Directors of First Defiance Financial
Corp. (the “Company”) as proxies, each with power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated below, all
the
shares of Common Stock of the Company held of record by the undersigned
on
November 19, 2007 at the Special Meeting of Shareholders to be held at
the home
office of its subsidiary, First Federal Bank, located at 601 Clinton Street,
Defiance, Ohio 43512, on Monday, December 31, 2007, at 1:00 p.m., Eastern
Time,
and any adjournment thereof.
PLEASE
COMPLETE, DATE, SIGN, AND MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET
OR
BY TELEPHONE.
(Continued,
and to be marked, dated and signed, on the other side)
È FOLD
AND
DETACH
HERE È
FIRST
DEFIANCE FINANCIAL CORP. — SPECIAL MEETING, December 31,
2007
YOUR
INSTRUCTIONS TO VOTE ARE IMPORTANT!
You
can provide your instructions to vote in one of three
ways:
|
1.
|
Call
toll free 1-888-216-1302 on a Touch-Tone Phone and follow
the instructions on the reverse side. There is NO CHARGE
to you for this call.
|
or
|
2.
|
Via
the Internet at https://www.proxyvotenow.com/def and
follow the instructions.
|
or
|
3.
|
Mark,
sign and date your proxy card and return it promptly in the enclosed
envelope.
|
PLEASE
SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
|
The
Board of Directors recommends a vote “FOR” Proposal
1.
|
Please
mark as
indicated
in this
example
|
ý
|
|
For
|
Against
|
Abstain
|
||||
|
1. Adopt
amendments to the regulations to permit the issuance of uncertificated
shares.
|
o
|
o
|
o
|
2.
In their discretion, the proxies are authorized to vote upon
such other
business as may properly come before the Special Meeting or any
adjournments thereof
|
||
|
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY’S
COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS
PROXY WILL BE VOTED “FOR” THE ADOPTION OF THE AMENDMENTS TO THE CODE OF
REGULATIONS AS SPECIFIED IN PROPOSAL 1, AND OTHERWISE AT THE
DISCRETION OF
THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME
IT IS VOTED AT THE SPECIAL MEETING.
|
||||||
|
Mark
here if you plan to attend the meeting
|
o
|
|||||
|
Mark
here for address change and note change
|
o
|
|||||
|
|
||||||
|
|
||||||
|
Please
be sure to date and sign
this
instruction card in the box below.
|
Date
|
|||||
|
Sign
above
|
PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing
as an attorney, executor, administrator, trustee or guardian,
please give
full title. If a corporation or partnership, write in the full
corporate
or partnership name and have the President or other authorized
officer
sign. If shares are held jointly, each holder should sign, but
only one
signature is required.
|
|||||
|
*** IF
YOU WISH TO PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR
INTERNET,
PLEASE READ THE INSTRUCTIONS
BELOW ***
|
FOLD
AND DETACH HERE IF YOU ARE VOTING BY MAIL
Ç
ÇS
PROXY
VOTING INSTRUCTIONS
Stockholders
of record have three ways to vote:
1.
By Mail; or
2.
By Telephone (using a Touch-Tone Phone); or
3.
By Internet.
A
telephone or Internet vote authorizes the named proxies to vote your shares
in
the same manner as if you marked, signed, dated and returned this proxy.
Please
note telephone and Internet votes must be cast prior to 3 a.m., December
31,
2007. It is not necessary to return this proxy if you vote by telephone
or
Internet.
|
Vote
by Telephone
Call
Toll-Free on a Touch-Tone Phone anytime prior to
3
a.m., December 31, 2007.
1-888-216-1302
|
Vote
by Internet
anytime
prior to
3
a.m., December 31, 2007 go to
https://www.proxyvotenow.com/def
|
Please
note that the last vote received, whether by telephone, Internet or by
mail,
will be the vote counted.
|
ON-LINE
PROXY MATERIALS :
|
Access
at
https://www.proxyvotenow.com/def
|
|
Your
vote is important!
|
|