Butterfield Bank Shareholders Approve Proposals

August 30, 2016

In a filing with the Bermuda Stock Exchange, the Bank of Butterfield announced the results of the Special General Meeting of shareholders held today, saying that “both proposals were approved by the requisite vote.”

The filing stated: ”The Bank of N.T. Butterfield & Son Limited [“Butterfield” or the “Bank”] announced the results of the shareholders’ vote at the Bank’s Special General Meeting held today.

“Two proposals were put forth for a shareholder vote at a special general meeting of the Bank in contemplation of the listing of Butterfield ordinary voting shares on the New York Stock Exchange. Both proposals were approved by the requisite vote.

“Proposal 1: Reverse Share Split

“The first proposal called for a ten-for-one reverse share split whereby existing ordinary shareholders will receive one new ordinary voting share for every ten ordinary voting shares currently held.

“The reverse share split will become effective on 6 September 2016, on which day the following will occur:

  • Bid and Ask price quotes for Butterfield ordinary voting shares on the Bermuda Stock Exchange [“BSX”] will reflect the ten-for-one reverse share split; and
  • Share certificates for existing Butterfield ordinary voting shares will become null and void.

“Shareholders’ positions following the reverse stock split will be registered in book-entry form at the offices of Butterfield’s transfer agent and registrar, MUFG Fund Services [Bermuda] Limited [“MUFG”].

“However should shareholders wish to obtain new share certificates for their holdings of Butterfield ordinary voting shares they should contact MUFG directly at bntbshareholders2@mfsadmin.com | [441] 299 3882. Address: The Belvedere Building 69 Pitts Bay Road, Pembroke, HM 08

“Shareholders who hold their Butterfield ordinary voting shares at the Bermuda Securities Depository [“BSD”] will have their BSD shareholding positions automatically updated to reflect the reverse share split.

“Butterfield ordinary voting shares will trade on the BSX under new International Securities Identification Number [“ISIN”] BMG0772R2087. The ticker symbol [NTB:BH] remains unchanged.

“Given the standard of three-day settlement of BSX trades, purchases or sales of Butterfield ordinary voting shares made on or after 31 August 2016 will settle on or after 6 September 2016, and settlement quantities will reflect the ten-for-one reverse share split.

“For example, an executed order for the purchase of 1,000 Butterfield ordinary voting shares on Wednesday, 31 August 2016, will result in the delivery of 100 new Butterfield ordinary voting shares in the buyer’s account on 6 September 2016, for the total purchase price agreed on 31 August.

“Where the reverse share split results in fractional shares, which includes as a result of trading on or after 31 August 2016 as outlined above, shareholders’ positions will be rounded down to the nearest whole share.

“Cash payments reflecting the value of remaining fractional shares will be based on the price quoted on the BSX at the close on trading on 30 August 2016 and adjusted for the reverse share split. Payment will be either by mailed cheque or paid electronically on 9 September 2016.

“Proposal 2: Amended and Restated Bye-Laws

“The second proposal called for amendments to the Bank’s Bye-laws that, among other things, address recent changes in the Companies Act 1981. The Bye-law amendments will become effective on 6 September 2016.”

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