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Exhibit 99.1
M&T BANK CORPORATION
FOR SPECIAL MEETING OF SHAREHOLDERS
, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints , and ,
or any 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 , 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
, 2000
INSTRUCTIONS FOR VOTING BY PROXY
Stockholders of record have two alternative ways of voting their proxies:
1. By Mail (traditional method); or
2. By Telephone (using a Touch-Tone Phone).
Your telephone 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 must be cast prior to 3:00 p.m. E.D.T., , 2000.
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683)
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Follow these four easy steps:
1. Read the accompanying Proxy Statement and
Proxy Card.
2. Call the toll-free number
1-877-PRX-VOTE (1-877-779-8683).
3. Enter your 14-digit Control Number
located on your Proxy Card above your name.
4. Follow the recorded instructions.
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YOUR VOTE IS IMPORTANT!
CALL 1-877-PRX-VOTE ANYTIME
IT IS NOT NECESSARY TO RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE
PLEASE NOTE THAT THE LAST VOTE RECEIVED, WHETHER BY TELEPHONE
OR BY MAIL,
WILL BE THE VOTE COUNTED.
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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:
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 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 Bank Corporation
Common Stock.
2. Authorization of a Certificate of / / / / / /
Amendment to the Certificate of
Incorporation of M&T Bank Corporation
providing for an increase in the number
of authorized shares of M&T Common Stock
from 15,000,000 to 150,000,000, a
10-for-1 split in the number of shares of
M&T Common Stock and a reduction in the
par value of M&T Common Stock from $5.00
per share to $0.50 per share.
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.
