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Exhibit 99.1
M&T BANK CORPORATION
FOR SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 19, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard A. Lammert and Timothy G. McEvoy,
and each of them, as proxies, with full power of substitution, to vote all
shares of Common Stock of M&T Bank Corporation, which the undersigned is
entitled to vote at the September 19, 2000 Special Meeting of Shareholders, or
at any adjournments or postponements thereof, as follows:
(To be Completed and Signed on Reverse Side)
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SPECIAL MEETING OF SHAREHOLDERS OF
M&T BANK CORPORATION
SEPTEMBER 19, 2000
INSTRUCTIONS FOR VOTING BY PROXY
Stockholders of record have three alternative ways of voting their proxies:
1. By Mail (traditional method);
2. By Telephone (using a Touch-Tone Phone); or
3. By Internet.
Your telephone or Internet vote authorizes the named proxies to vote your share
in the same manner as if you marked, signed, and returned your proxy card.
Please note all votes cast via the telephone or the Internet must be cast prior
to 3:00 p.m. E.D.T., September 18, 2000.
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VOTE BY TELEPHONE VOTE BY INTERNET
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Its fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone Its fast, convenient, and your vote is
1-877-PRX-VOTE (1-877-779-8683). immediately confirmed and posted.
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Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card. Statement/Prospectus and Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/M&T
3. Enter your 14-digit Control Number 3. Enter your 14-digit Control Number
located on your Proxy Card above your name. located on your Proxy Card above your name.
4. Follow the recorded instructions. 4. Follow the recorded instructions.
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YOUR VOTE IS IMPORTANT! YOUR VOTE IS IMPORTANT!
CALL 1-877-PRX-VOTE ANYTIME! GO TO HTTP://WWW.EPROXYVOTE.COM/M&T ANYTIME!
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IT IS NOT NECESSARY TO RETURN YOUR PROXY CARD IF YOU ARE VOTING BY
TELEPHONE OR INTERNET
PLEASE NOTE THAT THE LAST VOTE RECEIVED, WHETHER
BY TELEPHONE, BY INTERNET OR BY MAIL, WILL BE THE VOTE COUNTED.
Please Detach and Mail in the Envelope Provided
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Please mark your
[ X ] vote as in this
example.
MANAGEMENT RECOMMENDS THAT YOU VOTE
FOR THE PROPOSALS BELOW:
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1. Approval of the Agreement and Plan of FOR AGAINST ABSTAIN
Reorganization, dated as of May 16, 2000, [ ] [ ] [ ]
by and among M&T Bank Corporation,
Keystone Financial, Inc., and Olympia
Financial Corp., a wholly-owned subsidiary of
M&T Bank Corporation, and the related Agreement
and Plan of Merger, dated as of May 16, 2000,
by and between Keystone Financial, Inc. and
Olympia Financial Corp. and joined in by M&T
Bank Corporation, providing among other things,
for the merger of Keystone Financial, Inc., with
and into Olympia Financial Corp. and the
issuance of up to 1,725,000 shares of M&T Common
Stock.
2. Authorization of a Certificate of Amendment [ ] [ ] [ ]
to the Certificate of Incorporation of M&T Bank
Corporation providing for a 10--for--1 split of
the M&T Common Stock as a consequence of which
there will be an increase in the number of
authorized shares of M&T Common Stock from
15,000,000 to 150,000,000 and a reduction in
the par value of M&T Common Stock from $5.00 per
share to $0.50 per share and each outstanding share
of M&T Common Stock will become 10 shares of M&T
Common Stock when the stock split becomes
effective.
3. To vote in their discretion on such other matters as may properly come before
the meeting or any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR Items 1 and 2.
SIGNATURE(S)_____________________________________ DATE ___________________, 2000
Note: Please sign exactly as name appears hereon. For joint accounts, each joint
owner should sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such. If a corporation, please sign the
full corporate name by President or other authorized officer, giving your full
title as such. If a partnership, please sign in the partnership name by
authorized person, giving your full title as such.
PLEASE MARK, DATE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
