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(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 21.24(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 21.25(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)(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.

DFI-SB 21.25(4)(4) Prohibited representations. The division shall review the price information in determining whether to give approval to an application for conversion when the offering is to commence prior to the meeting of members, and shall review the information in determining whether to declare a final offering circular effective. No representations may be made in any manner that the price information has been approved by the division or that the shares of capital stock sold under the plan of conversion have been approved or disapproved by the division or that the division has passed upon the accuracy or adequacy of any offering circular covering the shares.

DFI-SB 21.25(5)(5) Underwriting expenses. Underwriting commissions shall not exceed an amount or percentage per share accepted as reasonable by the division and as permitted by the division of securities under s. DFI-Sec 3.01. No underwriting commission shall be allowed or paid with respect to shares of capital stock sold in the subscription offering unless the plan of conversion contains the optional provision permitted by s. DFI-SB 21.11 (10). However, an underwriter may be reimbursed for expenses actually and reasonably incurred in connection with the subscription offering where the public offering is limited in that reasonable underwriting commissions on it would not be sufficient to cover total demonstrable expenses and, when no public offering occurs, an underwriter may be paid a consulting fee reasonable under the circumstances as the division shall accept. In this section,“underwriting commissions” includes underwriting discounts.