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EXHIBIT 99.4
FIFTH THIRD BANCORP
38 Fountain Square Plaza
Cincinnati, Ohio 45263
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NOTICE OF SPECIAL MEETING
TO BE HELD ON , 2001
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NOTICE IS HEREBY GIVEN that Fifth Third Bancorp will hold a special meeting
of its shareholders, on , 2001 at 10:00 a.m., local time, at the
, , , Ohio. The purposes of the
meeting are considering and acting upon the following:
1. a proposal to adopt an agreement and plan of merger dated as of November
20, 2000 between Fifth Third and Old Kent Financial Corporation and
approve the issuance of shares of Fifth Third common stock to the
shareholders of Old Kent Financial Corporation in the merger of Old Kent
with and into a wholly-owned subsidiary of Fifth Third, pursuant to the
plan and agreement of merger. A copy of the agreement and plan of merger
is attached as Annex A to the proxy statement/prospectus accompanying
this notice;
2. a proposal to amend Article Fourth of the Amended Articles of
Incorporation to increase the authorized number of shares of Common
Stock, without par value, from 650,000,000 shares to 1,300,000,000
shares. The proposed amendment is included in the proxy
statement/prospectus accompanying this notice as Annex E and is
discussed under the heading "Amendment to Fifth Third Articles of
Incorporation;" and
3. to consider and vote upon such other matters as may properly come before
the meeting.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE AGREEMENT AND PLAN OF
MERGER, THE ISSUANCE OF SHARES OF FIFTH THIRD COMMON STOCK TO THE SHAREHOLDERS
OF OLD KENT IN THE MERGER AND THE AMENDMENT TO FIFTH THIRD'S ARTICLES OF
INCORPORATION AND RECOMMENDS YOU VOTE "FOR" THE PROPOSALS.
Only shareholders of record at the close of business on ,
2001 are entitled to notice of and to vote at the special meeting or any
adjournments or postponements of that meeting. A list of Fifth Third
shareholders entitled to vote at the special meeting will be available for
examination by any shareholder at the main office of Fifth Third during ordinary
business hours for at least ten days prior to the special meeting, as well as at
the special meeting.
YOUR VOTE IS VERY IMPORTANT! THE AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS OF
THE ISSUED AND OUTSTANDING SHARES OF FIFTH THIRD COMMON STOCK ENTITLED TO VOTE
IS REQUIRED TO: (1) ADOPT THE AGREEMENT AND PLAN OF MERGER AND APPROVE THE
ISSUANCE OF SHARES OF FIFTH THIRD COMMON STOCK TO THE SHAREHOLDERS OF OLD KENT
IN THE MERGER, AND (2) AMEND FIFTH THIRD'S ARTICLES OF INCORPORATION TO INCREASE
THE AUTHORIZED NUMBER OF SHARES OF FIFTH THIRD COMMON STOCK FROM 650,000,000
SHARES TO 1,300,000,000 SHARES. To ensure that your shares are voted at the
special meeting, please sign, date and promptly mail the accompanying proxy card
in the enclosed envelope. Any shareholder of record present at this meeting or
at any adjournments or postponements of the meeting may revoke his or her proxy
and vote personally on each matter brought before the meeting. You may revoke
your proxy by following the instructions contained in the accompanying proxy
statement/prospectus at any time before it is voted.
Remember, if your shares are held in the name of a broker, only your broker
can vote your shares and only after receiving your instructions. Please contact
the person responsible for your account and instruct him/her to execute a proxy
card on your behalf. You should also sign, date and mail your proxy at your
earliest convenience.
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You are entitled to exercise dissenter's rights with respect to your common
stock in connection with the merger. Information regarding dissenter's rights
and how to exercise them are included in the proxy statement/prospectus
accompanying this notice.
Please review the proxy statement/prospectus accompanying this notice for
more complete information regarding the matters proposed for your consideration
at the special meeting. Should you have any questions or require assistance,
please call , who is assisting us, at .
By Order of the Board of Directors
Michael K. Keating
Secretary
, 2001
THE BOARD OF DIRECTORS OF FIFTH THIRD BANCORP UNANIMOUSLY RECOMMENDS THAT
YOU VOTE "FOR" THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER AND APPROVAL OF
THE ISSUANCE OF SHARES OF FIFTH THIRD COMMON STOCK TO THE SHAREHOLDERS OF OLD
KENT IN THE MERGER AND "FOR" THE AMENDMENT OF FIFTH THIRD'S ARTICLES OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF FIFTH THIRD COMMON
STOCK FROM 650,000,000 SHARES TO 1,300,000,000 SHARES. YOUR SUPPORT IS
APPRECIATED.
