DFI-SB 21.23(7)(a)1. 1. A statement of the approximate number of members who have been or are to be solicited on behalf of the board of directors.

DFI-SB 21.23(7)(a)2. 2. An estimate of the cost of mailing a specified proxy statement, form of proxy or other communication to the members.

DFI-SB 21.23(7)(b) (b) The applicant shall mail copies of any proxy statement, form of proxy or other communication furnished by the requester and as approved by the division to the savings bank member as the requester shall designate.

DFI-SB 21.23(7)(c) (c) Any material which is furnished by the requester shall be mailed with reasonable promptness by the applicant after receipt of the material to be mailed and the payment of costs.

DFI-SB 21.23(7)(d) (d) Neither the officers nor the applicant shall be responsible for the requester’s proxy statement, form or proxy or other communication.

DFI-SB 21.23(8) (8) False or misleading statements.

DFI-SB 21.23(8)(a) (a) No solicitation by the applicant or any other person of a proxy for the meeting to vote on conversion shall contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary to make the statements not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the meeting which has become false or misleading.

DFI-SB 21.23(8)(b) (b) The fact that material has been filed with, examined by or authorized for use by the division shall not be deemed a finding that the material is accurate or complete or not false or misleading or that the division has passed upon the merits of or approved any proposal. No representation to the contrary shall be made by any person.

DFI-SB 21.23(9) (9) Correction of misstatements. If a proxy solicitation violates this section, the division may require remedial measures including:

DFI-SB 21.23(9)(a) (a) Correction of the violation by means of a retraction and new solicitation.

DFI-SB 21.23(9)(b) (b) Rescheduling the meeting for a vote on the conversion.

DFI-SB 21.23(9)(c) (c) Any other actions deemed appropriate by the division in the circumstances in order to assure a fair vote.

DFI-SB 21.23(10) (10) Prohibition of certain solicitations. No person soliciting a proxy from a member for the meeting to vote on conversion shall solicit any of the following:

DFI-SB 21.23(10)(a) (a) An undated or post-dated proxy.

DFI-SB 21.23(10)(b) (b) A proxy which is not revocable at will by the member.

DFI-SB 21.23(10)(c) (c) A proxy which is part of any other document or instrument such as an account card.

DFI-SB 21.23 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 21.24 DFI-SB 21.24 Vote by members.

DFI-SB 21.24(1) (1) Procedure. The plan of conversion shall be submitted to a meeting of members under s. 214.685 (2), Stats., and the provisions of the savings bank’s articles of incorporation or bylaws or both.

DFI-SB 21.24(2) (2) Required vote. The plan shall be approved by a vote of at least a majority of the total outstanding votes of members.

DFI-SB 21.24 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 21.25 DFI-SB 21.25 Pricing and sale of securities.

DFI-SB 21.25(1) (1) General.

DFI-SB 21.25(1)(a) (a) No offer to sell securities of an applicant under a plan of conversion may be made prior to approval by the division of the application for conversion and registration of the securities by the office of the division of securities under ss. 551.303 and 551.304, Stats.

DFI-SB 21.25(1)(b) (b) No offering circular may be provided to any person in connection with an offer or sale of a security under a plan of conversion approved by the division and the savings bank’s members unless the offering circular meets the requirements of this section and is the subject of an effective registration statement under ch. 551, Stats.

DFI-SB 21.25(1)(c) (c) No sale of securities may be made except by means of a final offering circular which has been approved by the division.

DFI-SB 21.25(1)(d) (d) This subsection shall not apply to preliminary negotiations or agreements between an applicant and any underwriter or among underwriters who are to be in privity of contract with the applicant.

DFI-SB 21.25(2) (2) Distribution of offering materials. Any preliminary offering circular which has been filed with the division may be distributed in connection with the offering at the same time as or after the proxy statement is mailed to members under s. DFI-SB 21.23. No final offering circular shall be distributed until it has been approved by the division and is the subject of an effective registration statement under ch. 551, Stats. The declaration of effectiveness of the final offering circular shall not extend beyond the maximum time period specified for the completion of the sale of all the capital stock under sub. (9) or beyond the time as the division shall establish upon a subsequent declaration of effectiveness in the event of the granting of an extension of time under sub. (11).

DFI-SB 21.25(3) (3) Estimated price information. If the offering is to commence prior to the meeting of members held to vote on the plan of conversion, the proxy statement shall set forth the estimated price or price range. Any preliminary offering circular shall set forth the estimated price or price range. The maximum of the price range may be no more than 20% above the average of the minimum and maximum of the price range and the minimum may be no more than 20% below the average. The maximum price in the price range may not exceed $50 per share and the minimum may be no less than $5 per share.