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OTS

(over)

 

 

 

 

	●	Know the Rules — By law, accountholders cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institution’s offering. Moreover, accountholders cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying stock.
	●	“Neither a Borrower nor a Lender Be” — If someone offers to lend you money so that you can participate — or participate more fully — in a stock offering, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock.
	●	Watch Out for Opportunists — The opportunist may tell you that he or she is a lawyer — or a consultant or a professional investor or some similarly impressive tale — who has experience with similar stock transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that “everyone” enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law.
	●	Get the Facts from the Source — If you have any questions about the securities offering, ask the savings bank or savings association for more information. If you have any doubts about a transaction proposed to you by someone else, ask the financial institution whether the proposed arrangement is proper. You may be able to find helpful resources on the institution’s website or by visiting a branch office.
		The bottom line for investors is always to remember that if an opportunity sounds too good to be true, it probably is too good to be true.
		Charter Financial Corporation has filed a registration statement (including a Prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and other documents Charter Financial Corporation has filed with the SEC for more complete information about Charter Financial Corporation and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, if you would like a copy of the Prospectus, please call the Stock Information Center at 1-(877) 821-5782.

 

Q. What is the deadline for purchasing shares?

Q. How may I pay for the shares?

(1)	By personal check, bank check or money order, payable to Charter Financial Corporation. These will be cashed upon receipt. We cannot accept wires or third party checks, and CharterBank line of credit checks may not be remitted for this purchase. Please do not submit cash!
(2)	By authorized deposit account withdrawal of funds from CharterBank deposit account(s). The Stock Order Form section titled “Method of Payment –Deposit Account Withdrawal” allows you to list the account number(s) and amount(s) to be withdrawn. Funds designated for direct withdrawal must be in the account(s) at the time the Stock Order Form is received. You may not authorize direct withdrawal from accounts with check-writing privileges. Please submit a check instead. Also, IRA or other retirement accounts held at CharterBank may not be listed for direct withdrawal. See information on retirement accounts below.

 

Q. How do I order shares, given that the actual purchase price has not been determined?

 

 

Q. Will I earn interest on my funds?

 

Q. May I use my CharterBank individual retirement account to purchase the shares?

 

Q. May I use a loan from CharterBank to pay for shares?

 

Q. May I change my mind after I place an order to subscribe for stock?

 

Q. Will the stock be insured?

 

Q. Will dividends be paid on the stock?

 

Q. How will Charter Financial Corporation shares trade?

 

Q. If I purchase shares in Charter Financial Corporation’s Subscription Offering or Community Offering, when will I receive my stock certificate?

 

 

Q. Where can I call to get more information?

 

 

 

 

 

 

Please join us.
You are cordially invited to		Date		September 1, 2010
an INFORMATIONAL				7:00 PM Georgia time
MEETING to learn more		Location		CharterBank
about the offering of Charter		Address		145 Millard Farmer
Financial Corporation				Industrial Blvd.,
common stock and the				Newnan, GA 30263
business of CharterBank.
		Date		September 2, 2010
Our senior executives will				7:00 PM CST
present information about		Location		Opelika Sportsplex and
the stock offering and answer				Aquatics Center
your questions.		Address		1001 Andrews Rd.,
				Opelika, AL 36801

 

 

 

 

 

This invitation is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

 

 

	CHARTER FINANCIAL CORPORATION STOCK ORDER FORM INSTRUCTIONS – SIDE 1
	Sections (1a), (1b) – Subscription Amount. The shares are being offered at a price of $10.52 per share. We may decrease the offering price to as low as $7.78 per share, due to demand for the common stock, changes in the market for the stock of financial institutions or regulatory considerations. The actual purchase price per share will be determined by us after the offering deadline. On this Stock Order Form, please indicate the Number of Shares ordered and the Total Amount. If the purchase price is less than $10.52 per share, you will receive a partial refund of your Total Amount, unless you elect to have that difference applied toward the purchase of additional whole shares, to the extent available. To elect the additional shares option, check the box in section (1b). Subscribers who do not check the box will receive the Number of Shares noted by them.
	Additionally, if the purchase price is less than the $10.52 order price, and you elected the additional shares option, fractional shares will not be issued. Instead of a fractional share, a refund will be issued based on your Method of Payment (Sections 2 and 3). For example, if you submit $526.00 and the actual price per share is $8.00, you would receive 65 shares and a refund of $6.00.
	Purchase Limitations. The minimum purchase is 25 shares. The maximum purchase by a person or entity is $1.5 million. Further, no person or entity, together with associates and persons acting in concert with such person or entity, may purchase, in all categories of the stock offering combined, more than 5% of the shares of common stock issued in the offering. Current shareholders of Charter Financial Corporation are subject to these purchase limitations and an ownership limitation. Please see the Prospectus section entitled “The Stock Offering – Limitations on Common Stock Purchases” for more specific information. By signing this form, you are certifying that your order does not conflict with these purchase and ownership limitations.
	Section (2) – Method of Payment – Check or Money Order. Payment may be made by including with this form a personal check, bank check or money order made payable to Charter Financial Corporation. These will be cashed upon receipt; the funds remitted by personal check must be available within the account(s) when your Stock Order Form is received. Indicate the amount. Please do not remit cash, a CharterBank line of credit check, wire transfers or third party checks for this purchase. Interest will be calculated at CharterBank’s passbook rate until the offering is completed, at which time, a subscriber will be issued a check for interest earned. As described above, if the purchase price is less than $10.52, and the box in Section (1b) is not checked, the check will also include a partial refund.
	Section (3) – Method of Payment – Deposit Account Withdrawal. Payment may be made by authorizing a direct withdrawal from your CharterBank deposit account(s). There will be no early withdrawal penalty for withdrawal from a CharterBank certificate of deposit account. Indicate the account number(s) and the amount(s) you wish withdrawn. Attach a separate page, if necessary. Funds designated for withdrawal must be available within the account(s) at the time this Stock Order Form is received. Upon receipt of this order, we will place a hold on the amount(s) designated by you – the funds designated will be unavailable to you for withdrawal thereafter. The funds will continue to earn interest within the account(s) at the contract rate, and account withdrawals will be made at the completion of the offering. As described above, if the purchase price is less than $10.52, and the box in Section (1b) is not checked, we will only withdraw from your account(s) the amount necessary to purchase Number of Shares noted by you in Section (1a).
	Note that you may NOT designate deposit accounts with check-writing privileges. Submit a check instead. Additionally, you may not designate direct withdrawal from CharterBank IRA or other retirement accounts. For guidance on using retirement funds, whether held at CharterBank or elsewhere, please contact the Stock Information Center as soon as possible – preferably at least two weeks before the September 15, 2010 offering deadline, and see the Prospectus section entitled “The Stock Offering – Procedure for Purchasing Shares in the Subscription and Community Offerings – Using IRA Funds to Purchase Shares.” Your ability to use retirement accounts to buy shares cannot be guaranteed and depends on various factors, including timing constraints and where those funds are currently held.
	Section (4) – Purchaser Information. Please check the one box that applies to the purchaser(s) listed in Section 8 of this form. Purchase priorities in the Subscription Offering are in descending order of priority and are based on eligibility dates. Boxes (a), (b) and (c) refer to the Subscription Offering. If you checked box (a), list all deposit account numbers at the applicable bank(s) that the subscriber(s) had ownership in as of December 31, 2008. If you check box (b) or (c), list all CharterBank account numbers (deposit or loan, as applicable) that the subscriber(s) had ownership in as of June 30, 2010. Include all forms of account ownership (e.g. individual, joint, IRA, etc.) If purchasing shares for a minor, list only the minor’s eligible accounts. If purchasing shares for a corporation or partnership, list only that entity’s eligible accounts. Attach a separate page, if necessary. Failure to complete this section, or providing incorrect or incomplete information, could result in a loss of part or all of your share allocation in the event of an oversubscription. Boxes (d), (e) and (f) refer to a Community Offering. Orders placed in the Subscription Offering will take preference over orders placed in a Community Offering. See the Prospectus section entitled “The Stock Offering,” for further details about the Subscription and Community Offerings.
	Section (5) – Management and Employees. Check the box if you are a CharterBank, Charter Financial Corporation or First Charter, MHC director, officer or employee, or a member of their immediate family. Immediate family includes spouse, parents, siblings and children who live in the same house as the director, officer or employee.
	Section (6) – Maximum Purchaser Identification. Check the box, if applicable. Your failure to check the box will result in you not receiving notification in the event the maximum purchase limit(s) is/are increased. If you check the box but have not subscribed for the maximum amount in the Subscription Offering and did not complete Section 7, you will not receive this notification.
	Section (7) – Associates/Acting in Concert. Check the box, if applicable, and provide the requested information. Attach a separate page if necessary.
	Section (8) – Stock Registration. Clearly PRINT the name(s) in which you want the shares registered and the mailing address for all correspondence related to your order, including a stock certificate. Each Stock Order Form will generate one stock certificate, subject to the stock allocation provisions described in the Prospectus. IMPORTANT: Subscription rights are non-transferable. If placing an order in the Subscription Offering, you may not add the names of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. A Social Security or Tax ID Number must be provided. The first number listed will be identified with the stock certificate for tax reporting purposes. Listing at least one phone number is important, in the event we need to contact you about this form. NOTE FOR FINRA MEMBERS (Formerly NASD): If you are a member of the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers (“NASD”), or a person affiliated or associated with a FINRA member, you may have additional reporting requirements. Please report this subscription in writing to the applicable department of your FINRA member firm within one day of payment thereof.

 

 

	CHARTER FINANCIAL CORPORATION STOCK ORDER FORM INSTRUCTIONS – SIDE 2
	Section (9) – Form of Stock Ownership. For reasons of clarity and standardization, the stock transfer industry has developed uniform stockholder registrations for issuance of stock certificates. Beneficiaries may not be named on stock registrations. If you have any questions on wills, estates, beneficiaries, etc., please consult your legal advisor. When registering stock, do not use two initials – use the full first name, middle initial and last name. Omit words that do not affect ownership such as “Dr.” or “Mrs.” Check the one box that applies.
		Buying Stock Individually – Used when shares are registered in the name of only one owner. To qualify in the Subscription Offering, the purchaser named in Section 8 of the Stock Order Form must have had an eligible deposit account at CharterBank, Neighborhood Community Bank or McIntosh Commercial Bank on December 31, 2008; at CharterBank on June 30, 2010; or a CharterBank loan on October 16, 2001 that remained outstanding at the close of business on June 30, 2010.
		Buying Stock Jointly – To qualify in the Subscription Offering, the persons named in Section 8 of the Stock Order Form must have had an eligible deposit account at CharterBank, Neighborhood Community Bank or McIntosh Commercial Bank on December 31, 2008; at CharterBank on June 30, 2010; or a CharterBank loan on October 16, 2001 that remained outstanding at the close of business on June 30, 2010.
			Joint Tenants – Joint Tenancy (with Right of Survivorship) may be specified to identify two or more owners where ownership is intended to pass automatically to the surviving tenant(s). All owners must agree to the sale of shares.
			Tenants in Common – May be specified to identify two or more owners where, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the sale of shares.
		Buying Stock for a Minor – Shares may be held in the name of a custodian for a minor under the Uniform Transfer to Minors Act. To qualify in the Subscription Offering, the minor (not the custodian) named in Section 8 of the Stock Order Form must have had an eligible deposit account at CharterBank, Neighborhood Community Bank or McIntosh Commercial Bank on December 30, 2008 or at CharterBank on June 30, 2010.
		The standard abbreviation for custodian is “CUST.” The Uniform Transfer to Minors Act is “UTMA.” Include the state abbreviation. For example, stock held by John Smith as custodian for Susan Smith under the GA Uniform Transfer to Minors Act, should be registered as John Smith CUST Susan Smith UTMA-GA (list only the minor’s social security number).
		Buying Stock for a Corporation/Partnership – On the first name line, indicate the name of the corporation or partnership and indicate the entity’s Tax ID Number for reporting purposes. To qualify in the Subscription Offering, the corporation or partnership named in Section 8 of the Stock Order Form must have had an eligible deposit account at CharterBank, Neighborhood Community Bank or McIntosh Commercial Bank on December 31, 2008; at CharterBank on June 30, 2010; or a CharterBank loan on October 16, 2001 that remained outstanding at the close of business on June 30, 2010.
		Buying Stock in a Trust/Fiduciary Capacity – Indicate the name of the fiduciary and the capacity under which they are acting (for example, “Executor”), or name of the trust, the trustees and the date of the trust. Indicate the Tax ID Number to be used for reporting purposes. To qualify in the Subscription Offering, the entity named in Section 8 of the Stock Order Form must have had an eligible deposit account at CharterBank, Neighborhood Community Bank or McIntosh Commercial Bank on December 31, 2008; at CharterBank on June 30, 2010; or a CharterBank loan on October 16, 2001 that remained outstanding at the close of business on June 30, 2010.
		Buying Stock in a Self-Directed IRA (for trustee/broker use only) – Registration should reflect the custodian or trustee firm’s registration requirements. For example, on the first name line indicate the name of the brokerage firm, followed by CUST or TRUSTEE. On the second name line, indicate the name of the beneficial owner (for example, “FBO John SMITH IRA”). You can indicate an account number or other underlying information and the custodian or trustee firm’s address and department to which all correspondence should be mailed related to this order, including a stock certificate. Indicate the TAX ID Number under which the IRA account should be reported for tax purposes. To qualify in the Subscription Offering, the beneficial owner named in Section 8 of this form mush have had an eligible deposit account at CharterBank, Neighborhood Community Bank or McIntosh Commercial Bank on December 31, 2008; at CharterBank on June 30, 2010; or a CharterBank loan on October 16, 2001 that remained outstanding at the close of business on June 30, 2010.
	Section (10) – Acknowledgment and signature(s). Sign and date the Stock Order Form where indicated. Before you sign, please carefully review the information you provided and read the acknowledgment. Verify that you have printed clearly, and completed all applicable shaded areas on the Stock Order Form. Only one signature is required, unless any account listed in Section 3 requires more than one signature to authorize a withdrawal.
	Please review the Prospectus carefully before making an investment decision. Deliver your completed Stock Order Form, with full payment or withdrawal authorization, so that it is received (not postmarked) by 2:00 p.m. Georgia time, on September 15, 2010. Stock Order Forms can be delivered by using the enclosed postage paid Stock Order Reply Envelope, by overnight delivery to the Stock Information Center address indicated on the front of the Stock Order Form, or by hand-delivery to CharterBank’s executive office, which is located at 1233 O.G. Skinner Drive, West Point, Georgia. Hand-delivered Stock Order Forms will only be accepted at this location. Please do not mail stock order forms to CharterBank. We are not required to accept Stock Order Forms that are found to be deficient or incorrect, or that do not include proper payment or the required signature.
	OVERNIGHT DELIVERY can be made to the Stock Information Center address provided on the front of the Stock Order Form.   QUESTIONS? Call our Stock Information Center, toll-free at 1-(877) 821-5782 Monday through Friday, from 10:00 a.m. to 4:00 p.m. Georgia time. The Stock Information Center is not open on weekends or bank holidays.
	Charter Financial Corporation has filed a registration statement (including a Prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and other documents Charter Financial Corporation has filed with the SEC for more complete information about Charter Financial Corporation and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, if you would like another copy of the Prospectus, please call the Stock Information Center, at the above telephone number.