DFI-SB 22.06(7)(7) A summary of the expenses to be incurred in connection with the reorganization. DFI-SB 22.06 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 22.07(1)(a)(a) No savings bank subsidiary of a mutual holding company, including a resulting or acquiree savings bank, may, directly or indirectly, issue stock to persons other than its mutual holding company parent without the prior written approval of the division. DFI-SB 22.07(1)(b)(b) The division shall approve a proposed stock issuance plan upon determining that all of the following criteria are met: DFI-SB 22.07(1)(b)2.2. The plan is consistent with the savings bank’s articles of incorporation, including the type and amount of stock that may be issued. DFI-SB 22.07(1)(b)3.3. The plan would provide the savings bank, its mutual holding company and any other savings bank subsidiaries of the mutual holding company with sufficient capital and would not be detrimental to the savings bank, its mutual holding company, members of the mutual holding company or the interests of depositors of the savings bank. DFI-SB 22.07(1)(b)4.4. The proposed price or price range, the classification and any terms or conditions of the stock to be issued are reasonable. DFI-SB 22.07(1)(b)6.6. The plan is approved by the members of the mutual holding company or, if the plan is part of a reorganization plan under s. DFI-SB 22.06, by members of the reorganizing savings bank, at a meeting of members held under the bylaws of the mutual holding company or the reorganizing savings bank. DFI-SB 22.07(1)(c)(c) In determining whether the criteria of par. (b) are met, the division may consider the following factors: DFI-SB 22.07(1)(c)5.5. The existence of a trading market in, or methods of later resale or repurchase, of the stock to be issued under the plan. DFI-SB 22.07(1)(c)6.6. Any benefits provided to the savings bank through employee or director incentive aspects of the plan. DFI-SB 22.07(1)(c)7.7. The impact, if any, of the participation or non- participation in the offering by members of the mutual holding company parent of the savings bank or other shareholders. DFI-SB 22.07(2)(2) Pricing of stock. Each application for approval of a proposed stock issuance shall state and explain the proposed sales price or price range if it is not possible to specify the exact price at the time. Those materials shall: DFI-SB 22.07(2)(a)(a) Support the reasonableness of the proposed price or price range and demonstrate to the satisfaction of the division that it was prepared by independent persons who are experienced and expert in corporate valuations. A person does not lack independence merely because he or she will participate in effecting a sale of the stock under the plan or will receive a fee for services rendered in connection with preparation of the pricing materials. DFI-SB 22.07(2)(b)(b) Contain a brief summary of data sufficient to support its conclusions. DFI-SB 22.07(2)(c)(c) If the proposed price or price range is based upon a capitalization of the projected income of the savings bank after the issuance of the stock, indicate the basis for determination of the income to be derived from the proceeds of the stock sale, demonstrate the appropriateness of the earnings multiple used and include all assumptions regarding future earnings growth. If the proposed price or price range is based upon a comparison of the stock of the savings bank with the issued and outstanding stock of other stock savings banks or similar institutions, those institutions shall be reasonably comparable to the savings bank in terms of size, asset composition, market area, competitive conditions, profit history, expected future earnings, and other stated relevant factors. DFI-SB 22.07(2)(d)(d) If the proposed price or price range includes any discount due to the minority status of the stock to be offered, state the amount of the discount and explain how that discount was determined. DFI-SB 22.07(2)(e)(e) Any additional information about the pricing which the division may request. DFI-SB 22.07(3)(a)(a) No representation may be made regarding the offer or sale of any stock issued under this section that the price or price range has been approved or disapproved by the division or that the division has endorsed the accuracy or adequacy of any offering or sales document disseminated.