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[Community Bankshares, Inc.]
IMPORTANT
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Annual Meeting Adjourned to February 15, 1996
January 31, 1996
Dear Shareholder:
At the Company's Annual Shareholder Meeting held on January 26, 1996,
shareholders of Community Bankshares, Inc. voted to adjourn the Meeting until
February 15, 1996 in order to allow for further solicitation of proxy votes on
Proposal 2 only, which concerns changes to the Company's Restated Articles of
Incorporation. The affirmative vote of 80% of all outstanding shares is required
to pass Proposal 2. Although over 91% of the votes that have actually been cast
are "FOR" Proposal 2, over 20% of the Company's shareholders have not yet voted
at all. As a result, we have not yet reached the required 80% vote. Because so
many of the Company's shareholders have already indicated their support of
Proposal 2, the meeting was adjourned to give the remaining shareholders a
further opportunity to vote on this matter.
For the reasons set forth in the Proxy Statement for this meeting previously
sent to you, your Board of Directors has unanimously approved the Charter
amendments and unanimously recommends a vote "FOR" Proposal 2.
Regardless of the number of shares you own, it is important that they are
represented and voted on Proposal 2 at this adjourned meeting. Since our records
indicate that you have not voted on Proposal 2, please take a moment now to
sign, date and mail the enclosed proxy form.
Management and its proxy solicitation firm, D.F. King & Co., Inc, will be
soliciting votes by telephone in the days ahead, and your understanding is very
much appreciated. If you have already voted your shares on Proposal 2, please
accept our thanks and our apology for this re-solicitation.
For your convenience, management will be available during business hours to
answer your questions regarding Proposal 2 at (603) 228-5127. Thank you for your
cooperation and continued support.
Sincerely,
/s/ Douglas Crichfield
Douglas Crichfield
President and
Chief Executive Officer
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COMMUNITY BANKSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P Adjourned Session of the Annual Meeting of Shareholders to be held on
R Thursday, February 15, 1996
O
X
Y The undersigned hereby appoints Douglas Crichfield, Seth A. Resnicoff
and Katherine F. Tsouros, and each of them individually, as proxies of the
undersigned, with full power of substitution to each and to each substitute
appointed pursuant to such power, to vote all shares of stock of Community
Bankshares, Inc. that the undersigned would be entitled to vote, if
personally present, at the adjourned session of the Annual Meeting of
Shareholders of the Company to be held on Thursday, February 15, 1996 and at
any and all adjournments thereof. The undersigned hereby acknowledges
receipt of a copy of the previously mailed Notice and Proxy Statement for
the Annual Meeting of Shareholders and hereby revokes any proxy or
proxies, if any, heretofore given. This proxy may be revoked at any time
before it is exercised.
If the undersigned hold(s) any of the shares of the Company in a
fiduciary, custodial or joint capacity or capacities, this proxy is signed
by the undersigned in every such capacity as well as individually.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN.
IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED "FOR" PROPOSAL 2 AND IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES
AS TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
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PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND SEE REVERSE
RETURN PROMPTLY IN ENCLOSED ENVELOPE SIDE
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[X] Please mark
votes as in
this example.
The Board of Directors recommends a vote FOR proposal 2.
2. To amend the Company's Restated Articles of Incorporation, in the form set
forth in Annex D to the Proxy Statement-Prospectus, to change certain
shareholder voting requirements (the "Charter Amendments").
FOR AGAINST ABSTAIN
[_] [_] [_]
MARK HERE
FOR ADDRESS
CHANGE AND [_]
NOTE AT LEFT
Please sign, date and return this proxy promptly using the
enclosed envelope.
Please sign exactly as your name appears hereon. If acting
as attorney, executor, trustee or in other representative
capacity, sign name and title.
Signature:_____________________________ Date______________
Signature:_____________________________ Date______________
