EX-99.7 10 tm2030321d2_ex99-7.htm EXHIBIT 99.7

 

Exhibit 99.7

 

REVOCABLE PROXY

 

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF SENECA-CAYUGA BANCORP, INC.

 

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 22, 2020

 

The undersigned hereby appoints all of the members of the Board of Directors of Seneca-Cayuga Bancorp, Inc., and each of them individually, with full powers of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of Seneca-Cayuga Bancorp, Inc. that the undersigned is entitled to vote at the Special Meeting of Stockholders, to be held at our corporate headquarters located at 20 East Bayard Street, Seneca Falls, New York, at 2:00 p.m., Eastern time, on December 22, 2020, as follows:

 

  FOR AGAINST ABSTAIN

1.    The approval of the Plan of Conversion and Reorganization pursuant to which: (a) The Seneca Falls Savings Bank, MHC and Seneca-Cayuga Bancorp, Inc. will convert and reorganize from the mutual holding company structure to the stock holding company structure; (b) Generations Bancorp NY, Inc., a Maryland corporation, will become the holding company for Generations Bank; (c) the outstanding shares of common stock of Seneca-Cayuga Bancorp, Inc., other than those owned by The Seneca Falls Savings Bank, MHC, will be converted into shares of common stock of Generations Bancorp NY, Inc.; and (d) Generations Bancorp NY, Inc. will offer shares of its common stock for sale in a subscription offering, and, if necessary, a community offering and/or syndicated community offering; and

 

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2.     The approval of the adjournment of the Special Meeting of Stockholders, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting of Stockholders to approve the Plan of Conversion and Reorganization; and

 

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The following informational proposals:

 

     

3.    The approval of a provision in Generations Bancorp NY, Inc.’s Articles of Incorporation requiring an 80% super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation; and

 

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4.    The approval of a provision in Generations Bancorp NY, Inc.’s Articles of Incorporation requiring an 80% super-majority vote of stockholders to approve stockholder-proposed amendments to Generations Bancorp NY, Inc.’s Bylaws; and

 

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5.     The approval of a provision in Generations Bancorp NY, Inc.’s Articles of Incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Generations Bancorp NY, Inc.’s outstanding voting stock; and ¨ ¨ ¨

 

Such other business that may properly come before the Special Meeting of Stockholders.

 

The Board of Directors unanimously recommends a vote “FOR” each of the above proposals.

 

 

 

 

THE PROVISIONS OF GENERATIONS BANCORP NY, INC.’S ARTICLES OF INCORPORATION THAT ARE SUMMARIZED AS INFORMATIONAL PROPOSALS 3 THROUGH 5 WERE APPROVED BY THE BOARD OF DIRECTORS OF SENECA-CAYUGA BANCORP, INC. AS PART OF THE PROCESS BY WHICH THE BOARD OF DIRECTORS APPROVED THE PLAN OF CONVERSION AND REORGANIZATION. THESE PROPOSALS ARE INFORMATIONAL ONLY, BECAUSE FEDERAL REGULATIONS GOVERNING MUTUAL-TO-STOCK CONVERSIONS DO NOT PROVIDE FOR VOTES ON MATTERS OTHER THAN THE PLAN OF CONVERSION AND REORGANIZATION. WHILE YOUR VOTE IS SOLICITED WITH RESPECT TO EACH INFORMATIONAL PROPOSAL, THE PROPOSED PROVISIONS FOR WHICH AN INFORMATIONAL VOTE IS SOLICITED MAY BECOME EFFECTIVE IF STOCKHOLDERS APPROVE THE PLAN OF CONVERSION AND REORGANIZATION, REGARDLESS OF WHETHER STOCKHOLDERS VOTE TO APPROVE ANY OR ALL OF THE INFORMATIONAL PROPOSALS.

 

THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS, THIS PROXY WILL BE VOTED BY THE PROXY COMMITTEE OF THE BOARD OF DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS.

 

Should the above-signed be present and elect to vote at the Special Meeting of Stockholders or at any adjournment thereof and after notification to the Secretary of Seneca-Cayuga Bancorp, Inc. at the Special Meeting of Stockholders of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of Seneca-Cayuga Bancorp, Inc. at the address set forth on the Notice of Special Meeting of Stockholders, or by the filing of a later-dated and executed proxy before a vote being taken on a particular proposal at the Special Meeting of Stockholders.

 

The above-signed acknowledges receipt from Seneca-Cayuga Bancorp, Inc. before the execution of this proxy of the Notice of Special Meeting of Stockholders and the Proxy Statement/Prospectus dated [proxy date].

 

Dated: _____________                                              ¨  Check Box if You Plan to Attend the Special Meeting of Stockholders

 

    
PRINT NAME OF STOCKHOLDER  PRINT NAME OF STOCKHOLDER
    
    
SIGNATURE OF STOCKHOLDER  SIGNATURE OF STOCKHOLDER

 

Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign, but only one holder is required to sign.

 

Please complete, sign and date this proxy card and return it in the enclosed postage-prepaid envelope today.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF STOCKHOLDERS

 

The Notice of Special Meeting of Stockholders, Proxy Statement/Prospectus dated [proxy date], and Proxy Card are available at ___________.