Notice of Special Meeting of StockholdersOctober 10, 2017
To the Stockholders of County First Bank:
County First will hold the County First special meeting at 10:00 a.m., local time, on November 15, 2017, in Room 113E of the Center for Business and Industry at the College of Southern Maryland, located at 8730 Mitchell Road, La Plata, Maryland 20646 to consider and vote upon the following matters:
1. A proposal to approve the Agreement and Plan of Merger, dated July 31, 2017, by and among The Community Financial Corporation, Community Bank of the Chesapeake and County First Bank, pursuant to which County First Bank will merge with and into Community Bank of the Chesapeake, as more fully described in this proxy statement/prospectus (which we refer to as the “County First merger proposal”); and
2. A proposal to adjourn the County First special meeting, if necessary or appropriate, to solicit additional proxies in favor of the County First merger proposal (which we refer to as the “County First adjournment proposal”).
We have fixed the close of business on September 29, 2017, as the record date for the County First special meeting (which we refer to as the “County First record date”). Only County First stockholders of record as of the County First record date are entitled to notice of, and to vote at, the County First special meeting, or any adjournment of the County First special meeting. Under Maryland law the approval of the County First merger proposal requires the affirmative vote of two-thirds of the votes entitled to be cast by County First stockholders entitled to vote at the County First special meeting. The County First adjournment proposal will be approved if a majority of the votes cast on such proposal at the County First special meeting are voted in favor of such proposal.
The County First Board of Directors has unanimously approved the merger agreement, has determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of County First and its stockholders, and unanimously recommends that County First stockholders vote “FOR” the County First merger proposal and “FOR” the County First adjournment proposal.
Your vote is very important. We cannot complete the merger unless County First’s stockholders approve the County First merger proposal.
Regardless of whether you plan to attend the County First special meeting, please vote as soon as possible. If you hold stock in your name as a stockholder of record of County First, please complete, sign, date and return the accompanying proxy card. You may also vote through the Internet or by telephone by following the instructions on the accompanying proxy card. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.
This proxy statement/prospectus provides a detailed description of the County First special meeting, the merger, the documents related to the merger and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its annexes carefully and in their entirety.
BY ORDER OF THE BOARD OF DIRECTORS,
Douglas T. Mitchell
President and Chief Executive Officer