Exhibit 99-B
KENT COMMERCE BANK
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
To Be Held On December 31, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned shareholder of KENT COMMERCE BANK hereby appoints David
Veen and ___________, or either of them, to represent the undersigned at the
special meeting of the shareholders of KENT COMMERCE BANK to be held on DECEMBER
31, 2000, at 9:00 a.m. (local time), at Kent Commerce Bank, 4050 Lake Drive SE,
Grand Rapids, Michigan 49546, and at any adjournments or postponements thereof,
and to vote the number of shares the undersigned would be entitled to vote if
personally present at the meeting on the matters listed below.
When properly executed, this proxy will be voted in the manner directed by
the undersigned shareholder and in the discretion of the proxy holder as to any
other matter that may come before the special meeting of shareholders and at any
adjournment or postponement thereof. If no direction is given, this proxy will
be voted "FOR" the proposal to approve and adopt the Plan of Share Exchange and
in the discretion of the proxy holder as to any other matter that may properly
come before the meeting or any adjournments or postponements thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE,
DATE, AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
THE BOARD OF DIRECTORS OF KENT COMMERCE BANK RECOMMENDS A VOTE "FOR" THE
APPROVAL OF THE PLAN OF SHARE EXCHANGE.
1. Proposal to approve and adopt the Plan of Share Exchange, dated as of
December 31, 2000, between and among CAPITOL BANCORP LTD. and the shareholders
of KENT COMMERCE BANK to exchange the shares of common stock of KENT COMMERCE
BANK not now held by CAPITOL BANCORP LTD. for shares of common stock of CAPITOL
BANCORP LTD. according to the terms of the Plan of Share Exchange. After the
share exchange, KENT COMMERCE BANK will be a wholly owned subsidiary of CAPITOL
BANCORP LTD.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[SIGNATURES ON REVERSE]
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Dated: DECEMBER ________, 2000
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Number of Shares of Kent Common Stock
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Signature (and title if applicable)
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Signature (if held jointly)
Please sign your name exactly as it
appears on your stock certificate.
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by the President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
