1
EXHIBIT 99.2
SHAREHOLDER VOTING AGREEMENT
THIS SHAREHOLDER VOTING AGREEMENT dated as of November 24, 1998 (this
"Agreement) is made by and among (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
and Worth Wollpert (the "Director Shareholders"), each of whom is a director of
Maple Leaf Financial, Inc., an Ohio corporation ("Maple Leaf"), and direct or
indirect record owner with voting control of Class A and Class B common stock of
Maple Leaf, each such class without par value (such classes of common stock of
Maple Leaf being hereinafter sometimes referred to together as the "Maple Leaf
Stock"), (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇, Incorporated Executive Officer & Key Employee
Deferred Retirement Trust (the "▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust") and The ▇▇▇▇▇▇▇ Family
Trust, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Trustee (the "▇▇▇▇▇▇▇ Family Trust"), each of whom
is a record owner with voting control of Maple Leaf Stock, (iii) ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, a director, President and principal executive officer of Maple Leaf and
record owner with voting control of Maple Leaf Stock (▇▇. ▇▇▇▇▇▇▇ is hereinafter
sometimes referred to as the "Executive Officer Shareholder"), (iv) ▇▇▇▇▇ ▇▇▇▇▇,
spouse of Director ▇▇▇▇▇▇ ▇▇▇▇▇▇ and direct or indirect record owner with voting
control of Maple Leaf Stock (the Director Shareholders, the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust
and the ▇▇▇▇▇▇▇ Family Trust, the Executive Officer Shareholder and ▇▇▇▇▇ ▇▇▇▇▇
are hereinafter sometimes referred to individually as a "Shareholder" and
collectively as the "Shareholders"), (v) Maple Leaf and (vi) GLB Bancorp, Inc.,
an Ohio corporation ("GLB").
WHEREAS, GLB and Maple Leaf are entering into an Agreement of
Affiliation and Plan of Merger dated the date hereof (the "Merger Agreement"),
which provides for the merger of Maple Leaf with and into GLB upon satisfaction
of all of the conditions set forth in the Merger Agreement (the "Merger");
WHEREAS, among other conditions, the Merger Agreement provides that it
is a condition to the Merger that the shareholders of Maple Leaf approve the
Merger Agreement at a special meeting of shareholders of Maple Leaf called for
that purpose (such meeting, together with any adjournments thereof, the "Maple
Leaf Meeting");
WHEREAS, the Maple Leaf Stock consists of 18,000 authorized shares of
Class A common stock, without par value, 18,000 authorized shares of Class B
common stock, without par value, and 10,000 authorized shares of preferred
stock, without par value, of which 7,210 shares of Class A common stock are
issued and outstanding, 7,210 shares of Class B common stock are issued and
outstanding and no shares of preferred stock are issued and outstanding, with
Class A common stock being entitled to one vote per share and Class B common
stock being entitled to twenty votes per share;
2
WHEREAS, the Shareholders own or have the power to vote Class A common
shares and Class B common shares of Maple Leaf Stock as follows:
NUMBER OF SHARES OF MAPLE PERCENTAGE OF OUTSTANDING
LEAF STOCK OWNED MAPLE LEAF STOCK AND
PERCENTAGE OF VOTING POWER
SHAREHOLDER CLASS A CLASS B
▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,928 1,928 26.74%
▇▇▇▇▇ ▇▇▇▇▇ 487 487 6.75
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 102 102 1.40
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 367 367 5.09
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 544 544 7.54
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 38 38 .52
▇▇▇▇ ▇. ▇▇▇▇▇▇ 83 83 1.15
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 74 74 1.02
Worth Wollpert 170 170 2.35
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust 978 978 13.56
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 224 224 3.10
The ▇▇▇▇▇▇▇ Family Trust 26 26 .36%
----- ------- -------
TOTAL 5,021 5,021 69.58%
===== ======= =======
WHEREAS, it is the belief of each Shareholder that the Merger is in the
best interests of the Shareholders and Maple Leaf; and
WHEREAS, GLB has made it a condition to entering into the Merger
Agreement that the Shareholders shall have agreed to vote their Maple Leaf Stock
in favor of the Merger.
NOW, THEREFORE, in consideration of GLB and Maple Leaf entering into
the Merger Agreement and to encourage GLB and Maple Leaf to enter into the
Merger Agreement and complete the Merger, the parties hereto agree as follows:
1. AGREEMENT TO VOTE. Except as set forth in subparagraphs (i) and (ii)
of subsection 5.1(a) of the Merger Agreement or in Section 2 below, each
Shareholder agrees to vote the Maple Leaf Stock as follows, and to vote the
Maple Leaf Stock of any person controlled by the Shareholder and any shares of
Maple Leaf Stock hereafter acquired by the Shareholder or by any person
controlled by the Shareholder as follows:
(i) in favor of the adoption of the Merger Agreement at the Maple
Leaf Meeting;
(ii) against the approval of an Acquisition Transaction (as defined
in the Merger Agreement); and
(iii) against any other transaction that is inconsistent with the
obligation of Maple Leaf to consummate the Merger in
accordance with the Merger Agreement.
2. LIMITATION ON VOTING POWER. The parties hereto acknowledge and agree
that nothing contained herein is intended to restrict a Shareholder from voting
on any matter, or otherwise from acting, in the Shareholder's capacity as a
director of Maple Leaf with respect to any matter, including but not limited to,
the management or operation of Maple Leaf.
3. TERMINATION. This Agreement shall terminate on the earliest of:
3
(i) November 1, 1999;
(ii) the mutual consent of Maple Leaf, GLB and the Shareholders;
(iii) the date on which the Merger Agreement is terminated in
accordance with its terms; or
(iv) the date on which the Merger is consummated.
Upon any such termination, the obligations of each party to this Agreement shall
be extinguished.
4. REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF THE
SHAREHOLDERS.
4.1 Each Shareholder hereby represents and warrants to
GLB and Maple Leaf that:
(i) such Shareholder has the capacity and all
necessary power and authority to vote the
Shares;
(ii) this Agreement constitutes a legal, valid
and binding obligation of the Shareholder;
(iii) this Agreement has been duly authorized,
executed and delivered by the person
executing this Agreement on behalf of the
Shareholder; and
(iv) this Agreement shall apply to all additional
shares of capital stock of Maple Leaf
acquired by the Shareholder after the date
of this Agreement.
4.2 Each Shareholder further agrees that, during the term of
this Agreement, the Shareholder will not, without the prior
written consent of GLB, sell, pledge or otherwise voluntarily
dispose of any of the shares owned by the Shareholder or take
any other voluntary action that would have the effect of
removing the Shareholder's power to vote the shares of Maple
Leaf Stock or that would be inconsistent with this Agreement;
provided that nothing herein shall prohibit a Shareholder from
transferring such shares without consideration to such
Shareholder's spouse, issue or other family members or a trust
for the benefit of such Shareholder, spouse or issue or family
members, or to a charity so long as such transferee
acknowledges that such shares are and will remain subject to
the provisions of this Agreement or voting rights are retained
by such Shareholder.
5. AFFILIATE'S AGREEMENT. Each Shareholder who is determined by Maple
Leaf to be an affiliate of Maple Leaf in accordance with Section 5.13(a) of the
Merger Agreement agrees to sign an agreement in the form of Exhibit 5.13(b) to
the Merger Agreement.
6. SPECIFIC PERFORMANCE. Each Shareholder hereby acknowledges that
damages would be an inadequate remedy for any breach of the provisions of this
Agreement and agrees that the obligations of the Shareholder shall be
specifically enforceable and that GLB and Maple Leaf shall be entitled to
injunctive or other equitable relief upon such a breach by each Shareholder.
Each Shareholder further agrees to waive any bond in connection with the
obtaining of any such injunctive or equitable relief. This provision is without
prejudice to any other rights that GLB and Maple Leaf may have against each
Shareholder for any failure to perform the Shareholder's obligations under this
Agreement.
4
7. GOVERNING LAW. This Agreement shall be enforceable under and
construed in accordance with the laws of the State of Ohio.
8. REGISTRATION STATEMENT. Each of the Shareholders acknowledges that a
Registration Statement on Form S-4 is in preparation and will be filed by GLB
with the Securities and Exchange Commission. The Registration Statement will
include a prospectus of GLB and a proxy statement of Maple Leaf, which proxy
statement will be used to solicit proxies of shareholders of Maple Leaf for use
at the Maple Leaf Meeting. Each of the Shareholders acknowledges and agrees that
(a) it is an accredited investor, within the meaning of Securities and Exchange
Commission Rule 501(a), or it has had and continues to have, either alone or
together with its representatives, (i) access to all of the information the
Registration Statement and prospectus and proxy statement therein will provide
and (ii) sufficient opportunity to make inquiries of GLB and Maple Leaf
concerning such information, (b) on its own or together with its
representatives, it is able to evaluate and has evaluated the merits and risks
of approval of the Merger Agreement and the Merger contemplated thereby and
investment in GLB common stock, without par value, and (c) each of GLB and Maple
Leaf has relied and may rely upon these representations in connection with its
execution of this Agreement.
IN WITNESS WHEREOF, each Shareholder has executed this Agreement as of
the date set forth in the first paragraph above.
SHAREHOLDERS:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------------ ---------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Director ▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------------ ---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Director ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Director
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------- ---------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Director
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------------- ----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, Director ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary and Director
/s/ Worth Wollpert /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------- ----------------------------------------
Worth Wollpert, Director ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and Director
▇▇▇▇▇▇ ▇▇▇▇▇▇, INCORPORATED
EXECUTIVE OFFICER & KEY
EMPLOYEE DEFERRED RETIREMENT TRUST
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
THE ▇▇▇▇▇▇▇ FAMILY TRUST
/s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Trustee
MAPLE LEAF FINANCIAL, INC.
By: /s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
GLB BANCORP, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
--------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., President and Chief Executive Officer