<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Fentura Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Fentura Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
FENTURA BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 19, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Fentura
Bancorp, Inc. will be held at the St. John Activity Center, 610 N. Adelaide St.,
Fenton, Michigan 48430, on Wednesday, March 19, 1997, at 7:00 p.m., for the
following purposes:
1. To elect two Directors constituting the "Class III Directors" of
the Board of Directors, to serve for three years until the 2000 Annual
Meeting of Shareholders and until their respective successors are elected
and have qualified.
2. To approve an amendment to the Corporation's Articles of
Incorporation to increase the number of authorized shares of common stock
from 1,000,000 to 2,000,000.
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on February 14,
1997, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting.
You are cordially invited to attend the Annual Meeting in person, but
whether or not you plan to attend, please complete, sign and date the enclosed
Proxy and mail it in the return envelope which is enclosed for that purpose. It
will assist us in preparing for the Annual Meeting if shareholders will return
their signed Proxies promptly, whether they own few or many shares. If you do
attend the Annual Meeting, you may, if you wish, revoke your Proxy and vote your
shares in person.
By Order of the Board of Directors
RICHARD A. BAGNALL
Secretary
Fenton, Michigan
February 21, 1997
<PAGE> 3
FENTURA BANCORP, INC.
-------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Fentura Bancorp, Inc. (the "Corporation") of Proxies
to be voted at the 1996 Annual Meeting of Shareholders of the Corporation (the
"Annual Meeting") and any adjournment or adjournments thereof. The Annual
Meeting will be held on March 19, 1997, at the time and place and for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
The mailing address of the principal executive office of the Corporation is One
Fenton Square, Fenton, Michigan 48430-0725.
This Proxy Statement, the Proxy, and Notice of Annual Meeting is being
first mailed to shareholders on February 21, 1997.
SHAREHOLDERS ENTITLED TO VOTE
Only shareholders of record at the close of business on February 14, 1997,
are entitled to notice of and to vote at the Annual Meeting. On February 14,
1997, there were 677,147 shares of Common Stock, $5.00 par value, of the
Corporation outstanding and entitled to vote at the Annual Meeting held by 498
holders of record. Each share of Common Stock is entitled to one vote. The
Common Stock constitutes the only voting security of the Corporation entitled to
vote upon the proposals to be presented at the Annual Meeting. The presence at
the Annual Meeting, whether in person or by proxy, of the holders of a majority
of the shares of the Corporation's Common Stock outstanding and entitled to vote
on the record date will constitute a quorum.
VOTING SHARES REPRESENTED BY PROXIES
The only matters known to the Board of Directors to be presented at the
Annual Meeting are the election of Directors and the approval of a proposal to
increase the outright number of shares of the Corporation's common stock. If any
other matter is presented upon which a vote properly may be taken, the persons
named in the accompanying form of Proxy intend to vote the shares represented by
such Proxies in accordance with their judgment. Shares represented by properly
executed Proxies received by the Corporation will be voted at the Annual Meeting
in the manner specified therein. If no instructions are specified in the Proxy,
the shares represented thereby will be voted in favor of the proposals presented
at the Annual Meeting by the Board of Directors. Any Proxy may be revoked by the
person giving it at any time prior to being voted.
ELECTION OF DIRECTORS
The first matter to be considered at the Annual Meeting will be the
election of Directors. In accordance with the Corporation's Articles of
Incorporation and Bylaws, the Board of Directors is divided into three classes.
Each year, on a rotating basis, the terms of office of the Directors in one of
the three classes expire. Successors to the class of Directors whose terms have
expired are elected for a three-year term. Donald L. Grill is the only Director
whose term expires at the Annual Meeting ("Class III Directors").
The Board of Directors has nominated Mr. Grill for re-election as a Class
III Director and Mr. Forrest A. Shook to fill a presently vacant position as a
Class III Director at the Annual Meeting. Those persons who are elected as Class
III Directors at the Annual Meeting will hold office for three years. Their
terms will expire at the 2000 Annual Meeting of Shareholders and upon the
election and qualification of their successors. If any of the nominees is unable
to serve, the number of Directors to be elected at the Annual Meeting may be
reduced by the number unable to serve and for whom no substitute is recommended
by the Board of Directors.
So far as the Board is advised, only the two persons named above as
nominees will be nominated for election as Directors at the Annual Meeting. The
shares represented by Proxies in the accompanying form will
2
<PAGE> 4
be voted for the election of such nominees unless a contrary direction is
indicated. If any of the nominees are unable to serve, which the Board does not
contemplate, the Proxies may be voted for the election of such other person or
persons as the Board of Directors recommends.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. Abstentions and broker nonvotes will have no effect on the election of
directors.
INFORMATION CONCERNING NOMINEES AND INCUMBENT DIRECTORS
The name and age of each nominee and each incumbent or nominee Director,
his five-year business experience and the year he became a Director of the
Corporation, according to information furnished to the Corporation by him, are
as follows:
<TABLE>
<CAPTION>
NAME AGE BUSINESS EXPERIENCE DIRECTOR SINCE
---- --- ------------------- --------------
<S> <C> <C> <C>
DIRECTOR NOMINEES -- TERMS EXPIRING IN 1997 (CLASS III)
Donald L. Grill 49 President and Chief Executive Officer of 1996
the Corporation and The State Bank, 1996 to
present; Director, The State Bank, 1996 to
present. Various executive positions
(including Vice President, Executive Vice
President, President and Chief Executive
Officer) with First of America Bank
Corporation and its subsidiaries,
1983-1996.
Forrest A. Shook 54 President, NLB Corporation, 1971 to
present; Director, The State Bank, 1996 to
present
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1998 (CLASS I)
Philip J. Lasco(1) 50 Owner, Lasco Ford Chrysler 1995
Jon S. Gerych(1) 45 President, Gerych Greenhouse, Inc. 1992
Thomas P. McKenney(1) 44 Attorney, Kohl, Secrest, Wardle, Lynch, 1992
Clark & Hampton
Glen J. Pieczynski(1) 55 Owner, Linden True Value Hardware, Inc. 1992
INCUMBENT DIRECTORS -- TERMS EXPIRING IN 1999 (CLASS II)
Brian P. Petty(1) 39 Owner, Fenton Glass Service, Inc. 1995
Richard A. Bagnall 55 Executive Vice President, 1988 to present; 1990
Director of The State Bank, 1989 to
present; Secretary of The State Bank, 1990
to present; Treasurer of Fentura Bancorp,
Inc., 1989 to present; Director & Secretary
of Fentura Bancorp, Inc. 1990 to present
Russell H. Van Gilder, Jr. 62 Vice Chairman of the Board of Fentura 1987
Bancorp, Inc., 1995 to present; Vice
Chairman of the Board of The State Bank,
1995 to present; Director of Fentura
Bancorp, Inc., 1987 to present; Director of
The State Bank, 1981 to present; President,
VG's Food Center, Inc., 1975 to present
</TABLE>
- -------------------------
(1) Each person has been so occupied for more than five years.
3
<PAGE> 5
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS OF THE CORPORATION
The Corporation itself has no standing committees of the Board of
Directors. The Board of Directors of the Corporation's sole operating bank
subsidiary, The State Bank (the "Bank") has Executive, Audit, and Compensation
Committees.
The Executive Committee during 1996 was composed of Robert J. Dery, Russell
H. Van Gilder, Jr., Robert L. Cole (until April 24, 1996) and Richard A.
Bagnall, and met 11 times during 1996. The Executive Committee oversees the
day-to-day management of the Bank between Board meetings.
The Audit Committee met 4 times during 1996 and is composed of Philip J.
Lasco, Brian P. Petty, Russell H. Van Gilder, Jr., and Glen J. Pieczynski. The
responsibilities of the Audit Committee are to participate with the management
of the Bank in selecting and recommending to the Board of Directors the outside
audit firm to be retained; to review with management and auditors the scope of
the proposed audit; to review the annual audit with management and the outside
auditors before final figures are published; to review with management the
periodic examinations made by supervisory authorities and any replies required
in connection with such examination; to review quarterly the role and scope of
the work performed by the Bank's internal auditor; and to review programs and
procedures with management to avoid conflicts of interest and any other aspects
of business ethics.
The Compensation Committee met three times during 1996 and is composed of
Russell H. Van Gilder, Jr., Robert J. Dery, Forrest A. Shook and Brian P. Petty.
The responsibility of the Compensation Committee is to recommend to the Board of
Directors of the Bank the compensation of Bank officers.
Twelve regular and four special meetings of the Board of Directors of the
Bank were held during 1996. The Board of Directors of the Corporation held 12
regular and two special meetings during 1996.
PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
The second matter to be considered at the Annual Meeting will be the
approval of a proposal to amend the Corporation's Articles of Incorporation to
increase the number of shares that the Corporation is authorized to issue from
1,000,000 to 2,000,000. Presently, there are 677,147 shares of Common Stock
issued and outstanding, and only 322,853 shares available for future issuances,
as for example in connection with stock splits or dividends or pursuant to the
Dividend Reinvestment Plan. Your Board has proposed this amendment to ensure
that there will be a sufficient number of shares of Common Stock available for
issuance if, as and when it may be in the best interests of the Corporation and
the shareholders to do so. Other than in connection with the ongoing Dividend
Reinvestment Plan and the other stock plans approved by shareholders at the 1996
Annual Meeting, the Corporation has no present plans for the issuance or sale of
the shares sought to be authorized.
The proposed amendment will be approved if it receives the affirmative
votes of the holders of a majority of the shares of Common Stock present, or
represented, and entitled to vote at the Annual Meeting. Abstentions are treated
as shares present, or represented, at the Annual Meeting, and have the practical
effect of a "no" vote. Broker nonvotes are considered to be shares not present
at the Annual Meeting for this purpose, and are neither counted towards the base
number (a majority of which is required for passage) nor as a vote either
affirmatively or negatively.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 14, 1997, the shareholdings
of (a) each person known to the Corporation to be the beneficial owner of more
than 5% of the Corporation's Common Stock, (b) each of the incumbent Directors
and Director nominees, (c) each person named in the Summary Compensation Table
below, and (d) all Directors and Executive Officers as a group, according to
information furnished to the Corporation by these persons.
4
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS(2)
------------------- ----------------------- ----------
<S> <C> <C>
Jon S. Gerych............................................... 1,165 *
13168 Sam Hill Lane
Fenton, Michigan 48430
Thomas P. McKenney.......................................... 570(3) *
304 E. Maple Street
Holly, Michigan 48442
Glen J. Pieczynski.......................................... 1,068(3) *
506 Riverside Drive
Linden, Michigan 48451
Philip J. Lasco............................................. 946(3) *
1020 East Street
Fenton, Michigan 48430
Brian P. Petty.............................................. 1,286(3) *
10488 Jayne Valley Lane
Fenton, Michigan 48430
Richard A. Bagnall.......................................... 2,315(3) *
4186 Owen Rd.
Fenton, Michigan 48430
Russell H. Van Gilder, Jr. ................................. 4,126(3) 1.0
4707 Vincent Dr.
Holly, Michigan 48442
Robert J. Dery.............................................. 20,694(4) 3.1
307 West Elizabeth Street
Fenton, Michigan 48430
Donald L. Grill............................................. 1,700(3) *
One Fenton Square
Fenton, Michigan 48430
Forrest A. Shook............................................ 972 *
29830 Beck Rd.
Wixom, Michigan 48393
Donald E. Johnson, Jr. ..................................... 73,425 10.8
Trustee u/a/d 5/18/93
SNB Trust Operations
101 N. Washington Avenue
Saginaw, Michigan 48607
Linda J. Lemieux............................................ 37,825 5.6
SNB Trust Operations
101 N. Washington Avenue
Saginaw, Michigan 48607
Mary Alice Heaton........................................... 37,818 5.6
Trustee of the Mary Alice
Heaton Trust dtd 8/29/91
c/o Second National Bank
101 N. Washington Avenue
Saginaw, Michigan 48607
Robert L. Cole.............................................. 58(5) *
1010 Main Street
Fenton, Michigan 48430
Carolyn M. Spicer........................................... 769 *
One Fenton Square
Fenton, Michigan 48430
All Directors and Executive Officers as a Group (12
persons).................................................. 35,810 5.2
</TABLE>
- -------------------------
(1) The number of shares in this column includes shares owned directly or
indirectly, through any contract, arrangement, understanding or
relationship, or the indicated beneficial owner otherwise has the power to
vote, or direct the voting of, and/or has investment power.
(2) The symbol *, shown in this column, indicates ownership of less than 1%.
(3) Ownership and voting rights of all shares are joint with spouse.
(4) Does not include 12,359 shares held by his spouse, as to which he disclaims
any beneficial interest. Includes 909 shares held jointly with
grandchildren.
(5) Includes certain shares held jointly with his spouse.
5
<PAGE> 7
EXECUTIVE OFFICERS
The table below sets forth certain information as to the present Executive
Officers of the Corporation and the Bank. Executive Officer appointments are
made or reaffirmed annually at the organizational meeting of the Board of
Directors immediately following the Annual Meeting of Shareholders. Mr. Dery
will resign as Chairman as of the meeting date, and it is expected that Mr. Van
Gilder will be elected Chairman. At its regular meetings, the Board may also
make other Executive Officer appointments.
<TABLE>
<CAPTION>
YEAR BECAME
EXECUTIVE
NAME AGE BUSINESS EXPERIENCE OFFICER
---- --- ------------------- -----------
<S> <C> <C> <C>
Robert J. Dery 70 Chairman of the Board, Fentura Bancorp, Inc., 1987
1992 to present; Chairman of the Board, The
State Bank, 1992 to present; Vice Chairman of
the Board, Fentura Bancorp, Inc., 1987 to
1992; Vice Chairman of the Board, The State
Bank, 1986 to 1992; Owner & President,
Hitchcock-Dery Agency, Inc. Independent
Insurance Agents, 1965 to 1994; Retired 1994
to present
Russell H. Van Gilder, Jr. 62 Vice Chairman of the Board of Fentura Bancorp, 1995
Inc., 1995 to present; Vice Chairman of the
Board of The State Bank, 1995 to present;
Director of Fentura Bancorp, Inc., 1987 to
present; Director of The State Bank, 1981 to
present; President, VG's Food Center, Inc.,
1975 to present
Donald L. Grill 49 President and Chief Executive Officer of the 1987
Corporation and The State Bank, 1996 to
present; Director, The State Bank, 1996 to
present. Various executive positions
(including Vice President, Executive Vice
President, President and Chief Executive
Officer) with First of America Bank
Corporation and its subsidiaries, 1983-1996
Richard A. Bagnall 55 Executive Vice President of The State Bank, 1988
1988 to present; Treasurer of Fentura Bancorp,
Inc., 1988 to present; Director & Secretary to
Board of Directors, Fentura Bancorp, Inc.,
1990 to present; Director of The State Bank,
1989 to present; Secretary to the Board of
Directors of The State Bank, 1990 to present
Carolyn M. Spicer 49 Senior Vice President of The State Bank, 1992 1992
to present; Vice President of The State Bank,
1987 to 1992
Ronald L. Justice 32 Vice President and Chief Financial Officer of 1995
Fentura Bancorp, Inc. and The State Bank, 1995
to present; Vice President of Corporate
Administration, 1992 to 1994; Controller and
Cashier, 1990 to 1992; Chief Auditor, 1987 to
1990
</TABLE>
EXECUTIVE COMPENSATION
The Corporation paid no cash compensation in 1996 to any Director or
Executive Officer other than compensation paid by the Bank, and management has
no present intention of instituting any such compensation. However, if
substantial duties unrelated to the operation of the Bank develop, this policy
will be
6
<PAGE> 8
reexamined as necessary in order to attract and retain qualified Directors and
Executive Officers for the Corporation. All of the current officers of the
Corporation are also Directors and/or employees of the Bank, and all such
officers have been compensated by the Bank.
The following table sets forth the aggregate cash remuneration paid or
accrued by the Bank during 1996 to the two persons who served as Chief Executive
Officer of the Corporation at various times in 1996, and the two other executive
officers of the Corporation whose aggregate cash remuneration for 1996 exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------------------
ALL OTHER
OTHER ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) ($)(1)
--------------------------- ---- --------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Donald L. Grill......................... 1996 $ 6,717 $ -0- $ -0- $ -0-
President and Chief Executive Officer
(from December 1996)
Robert L. Cole.......................... 1996 $134,399 $50,625 $ 3,000 $1,138
President and Chief 1995 125,000 42,600 9,500 1,138
Executive Officer (until 1994 115,000 75,715 8,850 1,650
April 24, 1996)
Richard A. Bagnall...................... 1996 $136,199 $39,900 $10,250 $2,119
Executive Vice President 1995 105,000 48,600 9,500 2,250
-- Senior Lender 1994 100,000 55,600 8,850 1,807
Carolyn M. Spicer....................... 1996 $ 89,701 $32,000 $ 650 $1,609
Senior Vice President 1995 80,000 22,176 600 1,547
Retail Banking 1994 66,000 32,400 750 1,147
</TABLE>
- -------------------------
(1) Employer contribution amount to 401(k) plan for employee's account.
DIRECTORS' FEES
The Corporation paid no fees during 1996 to Directors of the Corporation
for their services as Directors. However, each of the Directors of the
Corporation was also a Director of the Bank. The Bank paid its Directors fees of
$22,500 for the Chairman, $11,750 for the Vice Chairman, and $10,250 for other
Directors. All such fees paid to the individuals named in the above Summary
Compensation Table during 1996 are included in that Table.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Corporation and the Bank have entered into a Severance Compensation
Agreement with each of Donald L. Grill and Richard A. Bagnall. Under these
agreements, if a "change in control" (as defined in the agreements) occurs while
the executive is an employee of the Bank or the Corporation, and if within five
years thereafter the executive's employment is terminated by the Bank without
"cause", by the executive for "good reason", or by either party because of the
executive's death or "disability" (in each case, as such terms are defined in
the agreements), then the Bank shall thereafter pay the executive an annual
amount equal to 50% of the highest amount of the executive's "annual
compensation" (as defined in the agreements) in the five preceding calendar
years, for a period of five years after the termination date (or until the first
day of the month immediately preceding the executive's "normal retirement date",
if earlier). If the executive dies after this payment obligation begins, or if
the executive so elects, the Bank will be obligated to make a lump sum payment
of these payments, discounted to the then present value using a 10% per year
discount rate. In addition, the Bank shall provide the executive with hospital
and medical coverage for the full "COBRA" period. However, if the payments
exceed the ceiling amount for deductibility under Section 280G of the Internal
Revenue Code of 1986, then the payments shall be reduced to the maximum amount
allowable under Section 280G.
7
<PAGE> 9
TRANSACTIONS WITH CERTAIN INTERESTED PARTIES
Certain Directors and Executive Officers of the Corporation, including
their associates, were loan customers of the Bank during 1996, 1995, and 1994.
Such loans were made in the ordinary course of business at the Bank's normal
credit terms and interest rates, and do not represent more than a normal risk of
collection. Total loans to these persons at December 31, 1996, 1995 and 1994
amounted to $1,448,047, $1,645,412, and $1,543,208, respectively. During 1996,
$68,075 of new loans were made and repayments totaled $133,531. At December 31,
1996, these loans aggregated 8.68% of consolidated stockholders' equity.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder of the Corporation to be considered for
inclusion in the Proxy Statement for the 1998 Annual Meeting of Shareholders
must be received by Richard A. Bagnall, Secretary, at the principal executive
offices of the Corporation by October 25, 1997.
FINANCIAL STATEMENTS AND ANNUAL REPORTS TO SHAREHOLDERS
A copy of the Corporation's 1996 Annual Report, which includes consolidated
financial statements of the Corporation and the Bank for the year ended December
31, 1996, together with related notes thereto, is being mailed to shareholders
with this Proxy Statement. Additional copies of the 1996 Annual Report as well
as copies of the Corporation's Annual Report on Form 10-KSB for the year ended
December 31, 1996 (including the financial statements and financial statement
schedules) may be obtained upon request from Donald L. Grill, President, at the
Corporation's principal office, One Fenton Square, Fenton, Michigan 48430-0725,
telephone number (810) 750-8725.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Certain parties are required to file under Section 16 of the Securities
Exchange Act of 1934 reports of ownership and changes of ownership with the
Securities and Exchange Commission, and to provide copies of such reports to the
Corporation.
Based solely on information provided to the Corporation by the responsible
individuals, the Corporation believes that during the preceding year all
responsible persons timely filed all reports required by Section 16.
INDEPENDENT ACCOUNTANTS
Grant Thornton, the Corporation's independent public accountants for 1996,
will attend the Annual Meeting, will have the opportunity to make a statement if
they desire to do so and will be available to answer questions that may be asked
by shareholders.
COST OF SOLICITING PROXIES
The cost of soliciting Proxies will be borne by the Corporation. The
solicitation of Proxies will be made primarily by mail. Proxies may also be
solicited by officers and regular employees of the Corporation and the Bank
personally and by telephone, telegraph or other means, for which they will
receive no additional compensation and at a minimal cost to the Corporation.
Arrangements may also be made directly by the Corporation with banks, brokerage
houses, custodians, nominees and fiduciaries to forward soliciting matter to the
beneficial owners of stock held of record by them and to obtain authorization
for the execution of Proxies. The Corporation may reimburse such institutional
holders for reasonable expenses incurred by them in connection therewith.
By Order of the Board of Directors
RICHARD A. BAGNALL
Secretary
February 21, 1997
8
<PAGE> 10
P R O X Y
FENTURA BANCORP, INC.
ONE FENTON SQUARE
FENTON, MICHIGAN 48430-0725
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FENTURA BANCORP,
INC.
The undersigned hereby appoints Richard A. Bagnall and Russell H. Van
Gilder, Jr. as Proxies, each with power to appoint his substitute, and hereby
authorizes each and any of them to represent and to vote with respect to the
matters set forth below and in their discretion as to such other matters as may
properly be brought before the meeting or any adjournment thereof, all the
shares of Common Stock, $5.00 par value, of Fentura Bancorp, Inc. held of record
by the undersigned at the Annual Meeting of Shareholders to be held on March 19,
1997, or any adjournment or adjournments thereof.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this Proxy
will be voted FOR the election of both of the below named individuals, and FOR
approval of the proposed amendment to the Fentura Bancorp, Inc. Articles of
Incorporation to increase the authorized shares of Common Stock from 1,000,000
to 2,000,000.
The Board of Directors recommends a vote FOR the election of both of the
below named individuals, and FOR approval of the proposed amendment to the
Fentura Bancorp, Inc. Articles of Incorporation to increase the authorized
shares of Common Stock from 1,000,000 to 2,000,000.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
ELECTION OF DIRECTORS
1. To elect two Directors to serve as "Class III Directors" for a
term until the 2000 Annual Meeting of Shareholders and until
their successors are elected and have qualified.
Nominees: Class II Directors
------------------
Donald L. Grill
Forrest A. Shook
FOR [ ] ALL NOMINEES WITHHOLD [ ] ALL NOMINEES ABSTAIN [ ]
FOR [ ] ALL NOMINEES, except vote withheld from the following nominee(s):
---------------------------------------------------
(type or print name of nominees for whom vote is withheld)
APPROVAL OF ARTICLES AMENDMENT
2. To approve the proposed amendment to the Fentura Bancorp, Inc.
Articles of Incorporation to increase the authorized shares of
Common Stock from 1,000,000 to 2,000,000.
FOR [ ] APPROVAL AGAINST [ ] APPROVAL ABSTAIN [ ]
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian or in other
representative capacity, please give full title as such. If a corporation,
please sign in full corporate name by president or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
----------------------------------------
Signature
----------------------------------------
Signature, if held jointly
Dated: 1997
------------------,
TOTAL SHARES:
