Fentura Financial, Inc. Announces Settlement Agreement

FENTON, Mich., May 24, 2023 (GLOBE NEWSWIRE) -- Fentura Financial, Inc. (OTCQX: FETM) (“Fentura Financial” or “the Company”), the holding company for The State Bank today announced that it has entered into a settlement agreement with shareholder Paul Drueke in connection with the Company’s 2023 annual meeting of stockholders.

“Following consultations with Mr. Drueke, we are pleased to inform shareholders that Fentura and Mr. Drueke have mutually agreed to resolve issues raised in their competing proxies,” said Fentura Financial Chairman of the Board Brian Petty.  "We believe that this resolution will allow Fentura’s annual meeting to move forward efficiently and in furtherance of the interests of all shareholders.”

Pursuant to the parties’ agreement, nominee Robert Herdoiza will continue to stand for election and Fentura’s Board will, regardless of the outcome of the shareholder voting at the annual meeting, act in accordance with its Proposal 3: Shareholder Request to the Board to Evaluate Extraordinary Corporate Transactions.

Any votes for the proxy submitted by Mr. Paul Drueke (the Green Card), shall be counted toward a quorum. Votes as to the election of Director Nominee Mr. Herdoiza, whether on the proxy submitted by Mr. Drueke (the Green Card) or the proxy submitted by Fentura (the White Card) will be counted.  The parties have agreed to remove Director Nominees Mr. Messink and Mr. Schnelker from the annual meeting agenda.  The parties have also agreed to remove Mr. Drueke’s shareholder proposal from the annual meeting agenda.  As a result, any votes for Mr. Drueke’s proxy (the Green Card) for Director Nominees Mr. Messink and Mr. Schnelker will not be counted. Similarly, any votes for Mr. Drueke’s shareholder proposal (the Green Card) will not be counted.

Any shareholders who voted on Mr. Drueke’s proxy (the Green Card) may, at their option, re-submit their vote for the Board’s proxy (the White Card) in advance of the annual meeting on May 26, 2023.

About Fentura Financial, Inc. and The State Bank

Fentura Financial, Inc. is the holding company for The State Bank. It was formed in 1987 and is traded on the OTCQX exchange under the symbol FETM, and has been recognized as one of the Top 50 performing stocks on that exchange.

The State Bank is a full-service, 5-Star Bauer Financial rated commercial, retail and trust bank headquartered in Fenton, Michigan. It currently operates 20 offices in Bay, Genesee, Ingham, Jackson, Livingston, Oakland, Saginaw, and Shiawassee counties. The State Bank believes in the potential of banking to help create better lives, better businesses, and better communities, and works to achieve this through its full array of consumer, mortgage, SBA, commercial and wealth management banking and advisory services, together with philanthropic and volunteer support to organizations and groups within the communities it serves. More information can be found at www.thestatebank.com or www.fentura.com. 

Cautionary Statement: This press release contains certain forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning future growth in earning assets and net income. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, but not limited to, economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services, interest rates and fees for services. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.