First Financial Bancorp S-4, filed Sep 25, 2025

First Financial Bancorp (FFBC)

S-4 2025-09-25

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Added on October 19, 2026

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	QUESTIONS AND ANSWERS					1
	SUMMARY					11
	Information about the Companies					11
	The Merger and the Merger Agreement					11
	Merger Consideration					12
	Material U.S. Federal Income Tax Consequences of the Merger					12
	BankFinancial’s Reasons for the Merger; Recommendation of BankFinancial’s Board of Directors					13
	Opinion of BankFinancial’s Financial Advisor					13
	Interests of Certain BankFinancial Directors and Executive Officers in the Merger					13
	Expected Timing of the Merger					14
	Conditions to Complete the Merger					14
	Termination of the Merger Agreement					15
	Termination Fee					15
	Accounting Treatment					15
	The Rights of BankFinancial Stockholders Will Change as a Result of the Merger					15
	Listing of First Financial Common Shares; Delisting and Deregistration of BankFinancial Common Stock					16
	The Special Meeting					16
	No Appraisal or Dissenters’ Rights in the Merger					16
	Pending Acquisition of Westfield					16
	Risk Factors					16
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					17
	RISK FACTORS					19
	Risks Relating to First Financial’s Business					26
	Risks Relating to BankFinancial’s Business					26
	THE SPECIAL MEETING					27
	Date, Time and Place of the Meeting					27
	Matters to Be Considered					27
	Recommendation of BankFinancial’s Board of Directors					27
	Record Date and Quorum					27
	Broker Non-Votes					27
	Vote Required; Treatment of Abstentions and Failure to Vote					28
	Attending the Special Meeting					28
	Proxies					29
	Shares Held in Street Name					29
	Revocability of Proxies					29
	Delivery of Proxy Materials					30
	Solicitation of Proxies					30
	Other Matters to Come Before the Special Meeting					30
	Assistance					30
	PROPOSAL 1: MERGER PROPOSAL					31
	PROPOSAL 2: COMPENSATION PROPOSAL					32

	PROPOSAL 3: ADJOURNMENT PROPOSAL					33
	INFORMATION ABOUT THE COMPANIES					34
	First Financial					34
	BankFinancial					34
	THE MERGER					35
	Terms of the Merger					35
	Background of the Merger					35
	BankFinancial’s Reasons for the Merger; Recommendation of BankFinancial’s Board of Directors					40
	Opinion of BankFinancial’s Financial Advisor					44
	Certain Unaudited Prospective Financial Information					60
	Interests of Certain BankFinancial Directors and Executive Officers in the Merger					63
	Accounting Treatment					66
	Regulatory Approvals					66
	Stock Exchange Listings					68
	No Appraisal or Dissenters’ Rights in the Merger					68
	THE MERGER AGREEMENT					69
	Explanatory Note Regarding the Merger Agreement					69
	Structure of the Merger					69
	Merger Consideration					70
	Fractional Shares					70
	Governing Documents					70
	Closing and Effective Time of the Merger					70
	Exchange of Shares					70
	Representations and Warranties					71
	Covenants and Agreements					73
	Meetings; Recommendation of First Financial’s and BankFinancial’s Boards of Directors					79
	Agreement Not to Solicit Other Offers					80
	Conditions to Complete the Merger					81
	Termination of the Merger Agreement					82
	Effect of Termination					82
	Termination Fee					83
	Expenses and Fees					83
	Amendment, Waiver and Extension of the Merger Agreement					83
	Governing Law					84
	Specific Performance					84
	MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER					85
	Tax Consequences of the Merger Generally					86
	Cash Instead of a Fractional Share					87
	Backup Withholding					87
	DESCRIPTION OF FIRST FINANCIAL CAPITAL SHARES					88
	General					88
	Common Shares					88
	Preferred Shares					88

	Exclusive Forum					89
	Anti-Takeover Effects of Certain Provisions of the First Financial Articles, the First Financial Regulations and Ohio Law					90
	COMPARISON OF THE RIGHTS OF FIRST FINANCIAL SHAREHOLDERS AND BANKFINANCIAL STOCKHOLDERS					92
	LEGAL MATTERS					116
	EXPERTS					116
	DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS					117
	Advance Notice of Business to be Conducted at an Annual Meeting					117
	Stockholder Proposals					118
	Notice of a Solicitation of Proxies in Support of Director Nominees Other Than BankFinancial’s Nominees					118
	WHERE YOU CAN FIND MORE INFORMATION					119
	Annex A Agreement and Plan of Merger by and between First Financial Bancorp. and BankFinancial Corporation, dated as of August 11, 2025					A-1
	Annex B Opinion of Keefe, Bruyette & Woods, Inc.					B-1

	First Financial Common Shares			BankFinancial Common Stock			Implied Value of One Share of BankFinancial Common Stock
August 11, 2025		$	23.63		$	10.88		$	11.34
[ ] [ ], 202[ ]		$	[ ]		$	[ ]		$	[ ]

	First Savings Financial Group, Inc.			Citizens Community Bancorp, Inc.
	LCNB Corp.			Landmark Bancorp, Inc.
	Waterstone Financial, Inc.			Ohio Valley Banc Corp.
	Isabella Bank Corporation			Richmond Mutual Bancorporation, Inc.
	CF Bankshares Inc.			SB Financial Group, Inc.
	Ames National Corporation			First Capital, Inc.
	Finward Bancorp			IF Bancorp, Inc.
	Middlefield Banc Corp.			United Bancorp, Inc.
	Hawthorn Bancshares, Inc.

			Selected Companies
	BankFinancial		25th Percentile		Median		Average		75th Percentile
MRQ Core Return on Average Assets(1)		0.54%(3)		0.87%		1.01%		0.98%		1.14%
MRQ Core Return on Average Tangible Common Equity(1)		4.9%(3)		9.1%		12.1%		11.7%		13.8%
MRQ Net Interest Margin		3.42%		2.93%		3.26%		3.27%		3.59%
MRQ Fee Income / Revenue Ratio(2)		12.1%		16.2%		17.1%		20.0%		19.6%
MRQ Efficiency Ratio		85.4%		70.6%		66.3%		67.3%		63.4%

	Riverview Bancorp, Inc.			Provident Financial Holdings, Inc.
	ECB Bancorp, Inc.			FB Bancorp, Inc.
	Richmond Mutual Bancorporation, Inc.			Broadway Financial Corporation
	Pathfinder Bancorp, Inc.			United Security Bancshares
	Union Bankshares, Inc.			First US Bancshares, Inc.
	AmeriServ Financial, Inc.			SR Bancorp, Inc.
	BayFirst Financial Corp.			Auburn National Bancorporation, Inc.

	Axos Financial, Inc.			First Merchants Corporation
	Provident Financial Services, Inc.			Hope Bancorp, Inc.
	First Hawaiian, Inc.			TowneBank
	Cathay General Bancorp			ServisFirst Bancshares, Inc.
	Bank of Hawaii Corporation			Community Financial System, Inc.
	Home Bancshares, Inc. (Conway, AR)			Banner Corporation
	Customers Bancorp, Inc.			International Bancshares Corporation
	WSFS Financial Corporation			Enterprise Financial Services Corp
	Independent Bank Corp.			NBT Bancorp Inc.
	Merchants Bancorp			Seacoast Banking Corporation of Florida
	First Busey Corporation			CVB Financial Corp.
	First BanCorp.			Hilltop Holdings Inc.
	Trustmark Corporation

					Selected Companies
	First Financial		First Financial Pro Forma(1)		25th Percentile		Median		Average		75th Percentile
Tangible Common Equity / Tangible Assets		8.40%		7.29%		8.49%		9.42%		9.54%		10.02%
CET1 Ratio		12.6%		10.6%		11.8%		12.5%		13.5%		14.4%
Total Capital Ratio		15.0%		12.8%		14.3%		14.9%		15.8%		16.1%
Loans Held for Investment / Deposits		82.0%		82.5%		77.6%		85.7%		84.4%		89.9%
Loan Loss Reserves / Loans		1.34%		—		0.99%		1.21%		1.21%		1.36%
Nonperforming Assets / Loans + OREO		0.65%		—		0.86%		0.62%		0.68%		0.37%
MRQ Net Charge-offs / Average Loans		0.21%		—		0.26%		0.09%		0.20%		0.04%

Acquiror			Acquired Company
Colony Bankcorp, Inc.			TC Bancshares, Inc.
Mercantile Bank Corporation			Eastern Michigan Financial Corporation
Bank First Corporation			Centre 1 Bancorp, Inc.
Business First Bancshares, Inc.			Progressive Bancorp, Inc.
Investar Holding Corporation			Wichita Falls Bancshares, Inc.
NB Bancorp, Inc.			Provident Bancorp, Inc.
TowneBank			Old Point Financial Corporation
Equity Bancshares, Inc.			NBC Corp. of Oklahoma
MetroCity Bankshares, Inc.			First IC Corporation
Seacoast Banking Corporation of Florida			Heartland Bancshares, Inc.
Old Second Bancorp, Inc.			Bancorp Financial, Inc.
Cadence Bank			FCB Financial Corp.
Glacier Bancorp, Inc.			Bank of Idaho Holding Company
CNB Financial Corporation			ESSA Bancorp, Inc.
United Community Banks, Inc.			ANB Holdings, Inc.
Mid Penn Bancorp, Inc.			William Penn Bancorporation
TowneBank			Village Bank and Trust Financial Corp.
Camden National Corporation			Northway Financial, Inc.
NBT Bancorp Inc.			Evans Bancorp, Inc.
ChoiceOne Financial Services, Inc.			Fentura Financial, Inc.
ACNB Corporation			Traditions Bancorp, Inc.
CBC Bancorp			Bay Community Bancorp
Alerus Financial Corporation			HMN Financial, Inc.
Hope Bancorp, Inc.			Territorial Bancorp Inc.
Business First Bancshares, Inc.			Oakwood Bancshares, Inc.
Southern California Bancorp			California BanCorp

	First Financial % of Total		BankFinancial % of Total
Ownership:
Pro Forma Ownership at 0.480x exchange ratio		94%		6%
Balance Sheet:
Total Assets		93%		7%
Gross Loans Held For Investment		94%		6%
Total Deposits		93%		7%
Tangible Common Equity		90%		10%
Loan Rate Mark Adj. Tang. Common Equity(1)		91%		9%
Income Statement:
Q2 2025 Annualized Core Earnings(2)		97%		3%(3)
LTM Core Earnings(2)		97%		3%(4)
2025 Estimated Earnings		98%		2%
2026 Estimated Earnings		96%		4%
Market Capitalization:
Pre-Deal Market Capitalization		95%		5%

	For the year ending December 31, 2025			For the year ending December 31, 2026			For the year ending December 31, 2027			For the year ending December 31, 2028			For the year ending December 31, 2029
Net Income (in millions)		$	5.9		$	11.5		$	12.8		$	14.5		$	15.0
Total Assets at Year End (in billions)		$	1.4		$	1.4		$	1.4		$	1.5		$	1.5

	For the year ending December 31, 2025			For the year ending December 31, 2026
EPS		$	2.85		$	3.08
Net Income (in millions)		$	271.7		$	303.4
Total Assets at Year End (in billions)		$	21.2			—

Name	Cash(1) ($)		Total ($)
F. Morgan Gasior		1,785,807		1,785,807
Paul A. Cloutier		1,283,559		1,283,559
Gregg T. Adams		453,252		453,252

		Selected Companies
	BankFinancial	25th Percentile	Median	Average	75th Percentile
Dividend Yield	3.7%	2.4%	2.9%	3.0%	3.5%
LTM Dividend Payout Ratio	62.0%(2)	29.0%	32.8%	36.0%	51.1%
2026 Dividend Payout Ratio Estimate	54.9% \| 87.6%(5)	22.7%	25.5%	30.6%	43.1%

			Selected Companies
	First Financial	First Financial Pro Forma(1)	25th Percentile	Median	Average	75th Percentile
One-Year Stock Price Change	(2.9)%	—	0.5%	6.5%	5.8%	11.9%
One-Year Total Return	0.7%	—	2.7%	9.1%	8.8%	15.3%
Year-to-Date Stock Price Change	(11.9)%	—	(8.7)%	(3.6)%	(1.8)%	3.6%
Price / Tangible Book Value per Share	1.54x	1.66x	1.26x	1.60x	1.56x	1.77x
Price / 2025 EPS Estimate	8.3x	—	10.0x	11.2x	11.1x	11.8x
Price / 2026 EPS Estimate	7.7x	—	8.6x	10.0x	9.8x	11.2x
Dividend Yield	4.2%	—	2.3%	3.1%	3.0%	3.8%
LTM Dividend Payout Ratio	40.0%	—	26.1%	36.9%	38.1%	53.3%
2026 Dividend Payout Ratio Estimate	32.0%	—	28.4%	34.8%	35.1%	40.7%

	BankFinancial	First Financial
Authorized Capital Stock	BankFinancial is authorized to issue (i) 100,000,000 shares of common stock, par value $0.01 per share; and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share.	First Financial is authorized to issue (i) 160,000,000 common shares, without par value; and (ii) 10,000,000 preferred shares, with or without par value as determined by the First Financial board of directors.
Outstanding Shares	As of [ ] [ ], 2025, BankFinancial had [12,460,678] shares of common stock issued and outstanding and no shares of preferred stock outstanding.	As of [ ] [ ], 2025, First Financial had [95,760,617] common shares issued and outstanding, [8,521,177] common shares held by First Financial in treasury, and no preferred shares outstanding.
Dividends and Other Distributions	Subject to any rights of holders of BankFinancial preferred stock, BankFinancial may pay dividends and other distributions on the BankFinancial common stock if, as and when authorized by the BankFinancial board of directors.	Subject to any rights of holders of First Financial preferred shares, the holders of First Financial common shares are entitled to receive dividends, if and when declared payable from time to time by First Financial’s board of directors, from any funds legally available therefor.
	However, the FRB expects BankFinancial, as a bank holding company, to serve as a source of strength to its subsidiary banks, which may require BankFinancial to retain capital for further investments in its subsidiary banks, rather than for dividends for its stockholders.	However, the FRB expects First Financial, as a bank holding company, to serve as a source of strength to its subsidiary banks, which may require First Financial to retain capital for further investments in its subsidiary banks, rather than for dividends for its shareholders.
Voting Limitations	Pursuant to the BankFinancial charter, no record holder of any outstanding shares of BankFinancial common stock that are beneficially owned, directly or	First Financial’s articles and regulations do not impose voting restrictions on shares held in excess of a beneficial ownership threshold.

	BankFinancial	First Financial
	indirectly, by a person who, as of any record date for the determination of stockholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of BankFinancial common stock (a “BankFinancial Holder in Excess”) will be entitled or permitted to any vote in respect of the shares held in excess of 10% of the then-outstanding shares of BankFinancial common stock (the “BankFinancial Limit”). The number of votes which may be cast by any record holder in respect of BankFinancial common stock beneficially owned by a BankFinancial Holder in Excess will be a number equal to the number of votes which would be entitled to be cast by a record holder of a number of shares equal to the BankFinancial Limit, multiplied by a fraction, the numerator of which is the number of shares of such class or series which are owned of record by such record holder and of which the BankFinancial Holder in Excess is the beneficial owner and the denominator of which is the total number of shares of BankFinancial common stock beneficially owned by such BankFinancial Holder in Excess.
Number of Directors; Classification	The BankFinancial board of directors currently consists of seven members. The BankFinancial charter provides that the number of directors may be increased, decreased or otherwise altered exclusively by the BankFinancial board of directors pursuant to the BankFinancial bylaws but the number of directors may never be less than the minimum number required by the MGCL. The BankFinancial bylaws provide that the BankFinancial board of directors may alter the number of directors at any time by establishing, increasing or decreasing the number of directors pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number), provided that the number of directors will never be less than the	First Financial’s board of directors currently consists of ten members. Provided the number of directors is never less than nine nor more than twenty-five, First Financial’s regulations provide that the number may be increased or decreased by resolution of the board of directors by vote of two-thirds of the whole authorized number of directors, or by resolution of the shareholders at a meeting of shareholders for electing directors by vote of two-thirds of the outstanding voting power.

Name	3-Year Average Annual Compensation ($)		Salary Continuation ($)		2-Year Average Bonus ($)		COBRA Cash Payment ($)		Total ($)
Gasior		1,673,239		—		48,017		64,551		1,785,807
Cloutier		1,153,522		—		42,929		87,108		1,283,559
Adams		—		427,282		25,971		—		453,252

	BankFinancial	First Financial
	minimum number of directors required by the MGCL. “Whole Board” means the total number of directors that BankFinancial would have if there were no vacancies on the BankFinancial board of directors at the time any such resolution is presented to the BankFinancial board of directors for adoption.
	The BankFinancial board of directors is currently divided into three classes with each director’s term of office expiring at the third succeeding annual meeting of stockholders after such director’s election. However, at the 2026 annual meeting of BankFinancial stockholders, each of the successors to the directors whose terms expire at the 2026 annual meeting of BankFinancial stockholders will be elected to serve until the 2027 annual meeting of BankFinancial stockholders and until their respective successors are duly elected and qualify. At the 2027 annual meeting of BankFinancial stockholders, each of the successors to the directors whose terms expire at the 2027 annual meeting of BankFinancial stockholders will be elected to serve until the 2028 annual meeting of BankFinancial stockholders and until their respective successors are duly elected and qualify. Beginning with the 2028 annual meeting of BankFinancial stockholders, all directors will be elected to serve until the next annual meeting of BankFinancial stockholders and until their respective successors are duly elected and qualify.	First Financial’s board of directors consists of a single class of directors and each director is elected for a one-year term.
Election of Directors; Vacancies	Subject to the limitations described under “— Voting Limitations” above and any other provisions of the BankFinancial charter that provide for a greater or lesser number of votes per share or limit or deny voting rights, each outstanding share of BankFinancial stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of stockholders.	Each First Financial shareholder is entitled to one vote for each common share held by such shareholder.

	BankFinancial	First Financial
	A majority of the total votes cast for and against a nominee for director (after giving due effect to the limitations described under “— Voting Limitations” above) at a meeting of BankFinancial stockholders duly called and at which a quorum is present will be required to elect such nominee for director. However, directors will be elected by a plurality of the votes cast at a meeting of BankFinancial stockholders for which the BankFinancial board of directors determines that the number of nominees for director exceeds the number of directors to be elected as of the record date for such meeting of BankFinancial stockholders. Each share may be voted (after giving due effect to the limitations described under “— Voting Limitations” above) for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted.	Director nominees who receive the greatest number of shareholder votes are automatically elected to the board, but First Financial has adopted a policy requiring nominees who receive a greater number of votes “withheld” from his or her election than votes “for” his or her election to tender written resignation to the Corporate Governance and Nominating Committee for consideration.
	BankFinancial stockholders are not permitted to cumulate their votes in the election of directors.	First Financial’s shareholders are not permitted to cumulate their votes in the election of directors.
	Pursuant to a provision in the BankFinancial charter, BankFinancial has elected that, except as may be provided by the BankFinancial board of directors in setting the terms of any class or series of stock, any and all vacancies on the BankFinancial board of directors, however arising, may be filled only by the BankFinancial board of directors pursuant to a resolution approved by a majority of the remaining directors then in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the class in which such vacancy occurred.	The First Financial directors are elected at a meeting of shareholders, except that a majority of the directors in office at any time, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any director’s office that is created by an increase in the number of directors or by a vacancy. However, in any period between annual meetings of shareholders, the directors cannot increase the number of directors by more than three.
Removal of Directors	Subject to the rights of the holders of any series of BankFinancial preferred stock, a director may be removed from office for cause (as defined below) if the removal of such director for cause is approved by at least two-thirds of all votes entitled to be cast by BankFinancial stockholders entitled to vote generally in the election of directors	A First Financial director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed.

	BankFinancial	First Financial
	(after giving due effect to the limitations described under “— Voting Limitations” above). Subject to the rights of holders of any series of BankFinancial preferred stock, a director may be removed from office with or without cause if (i) the removal of such director is recommended by the BankFinancial board of directors pursuant to a resolution approved by at least two-thirds of the total number (rounded up to the nearest whole number) of directors that BankFinancial would have if there were no vacancies on the BankFinancial board of directors at the time such resolution is presented to the BankFinancial board of directors for adoption and if the director whose removal is sought were not counted in such total number and (ii) the removal of such director is approved by the vote of a majority of all the votes entitled to be cast by BankFinancial stockholders entitled to vote generally in the election of directors (after giving due effect to the limitations described under “— Voting Limitations” above). “Cause” means, with respect to any particular director, (x) the conviction of a felony or (y) a final judgment of a court of competent jurisdiction holding that, in the performance of his or her duties to BankFinancial, such director acted in bad faith, engaged in active and deliberate dishonesty or engaged in willful misconduct and such bad faith, active and deliberate dishonesty or willful misconduct caused material financial or other harm to BankFinancial.
Call of Special Meeting of Directors	The BankFinancial bylaws provide that a special meeting of the BankFinancial board of directors may be called by the chairman of the board, the chief executive officer or one-third of the directors then in office (rounded up to the nearest whole number).	First Financial’s regulations provide that a meeting of the board of directors may be called by the Chairman of the Board, the Chief Executive Officer, or by any seven directors upon giving two-days’ notice, unless the board of directors has fixed a regular time and place for board meetings.

	BankFinancial	First Financial
Duties of Directors	Pursuant to the MGCL, a director of BankFinancial must act (i) in good faith, (ii) in a manner reasonably believed to be in the best interests of BankFinancial and (iii) with the care of an ordinarily prudent person in a like position under similar circumstances. The MGCL provides that an act of a director of BankFinancial will be presumed to be in accordance with the foregoing standard. The MGCL further provides that an act of a director of BankFinancial relating to or affecting an acquisition or potential acquisition of control of BankFinancial or any other transaction or potential transaction involving BankFinancial may not be subject to a higher duty or greater scrutiny than is applied to any other act of a director.	Pursuant to the OGCL, a director of First Financial must perform their duties (i) in good faith, (ii) in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, and (iii) with the care that an ordinarily prudent person in a like position would use under similar circumstances. A director shall not be found to have violated these duties unless it is proved by clear and convincing evidence.
	The MGCL provides that the charter of a Maryland corporation may include a provision allowing the board of directors, in considering a potential acquisition of control of the corporation, to consider the effect of the potential acquisition of control on stockholders, employees, suppliers, customers and creditors of the corporation and communities in which offices or other establishments of the corporation are located. The BankFinancial charter provides that the BankFinancial board of directors, in considering any potential acquisition of control of BankFinancial, may, but is not obligated to, give due consideration to all relevant factors, including, without limitation, the effect of the potential acquisition of control on stockholders, employees, suppliers, customers and creditors of BankFinancial and any of its subsidiaries and communities in which offices or other establishments of BankFinancial or any of its subsidiaries are located.	First Financial’s articles and regulations do not alter such duties.
Limitation on Director and Officer Liability	Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (i) actual receipt of an improper benefit	First Financial’s articles provide that each person who is or was a director, officer, employee, or agent of the corporation will be indemnified by First Financial to the full extent permitted by the OGCL against any liability, cost, or expense incurred in such capacity, or

	BankFinancial	First Financial
	or profit in money, property or services or (ii) active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The BankFinancial charter contains a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.	arising out of such status. First Financial may, but is not obligated to, maintain insurance, at its expense, to protect itself and any such person against any such liability, cost, or expense.
Indemnification	Maryland law requires a Maryland corporation (unless its charter provides otherwise, which the BankFinancial charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (ii) the director or officer actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to	First Financial’s regulations provide that First Financial shall, to the full extent permitted by law, indemnify all persons whom it may indemnify. Ohio law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, because the person is or was a director or officer, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the director or officer in connection with the action, suit or proceeding if (1) the director or officer acted in good faith and in a manner the director or officer reasonably believed to be in or not opposed to the best interests of the corporation and (2) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe the director’s or officer’s conduct was unlawful. In the case of an action by or in the right of the corporation, however, such indemnification may only apply to expenses actually and reasonably incurred by the person in connection with the defense or settlement of such action and no such indemnification may be made if either (1) the director or officer has been adjudged to be liable for negligence or misconduct in the performance of the director’s or officer’s duty to the corporation, unless and only to the extent that the court in which the proceeding was brought determines that the director or officer is fairly and reasonably entitled to indemnification for such expenses as the court deems proper, or (2) the only liability asserted

				BankFinancial			First Financial
				expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon receipt of (i) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (ii) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met. The BankFinancial charter provides that BankFinancial (i) must indemnify its current and former directors (including any director who was or is also an officer of BankFinancial), whether serving BankFinancial or at its request serving any other entity, including, without limitation, any subsidiary or other affiliate of BankFinancial, to the fullest extent required or permitted by the MGCL (but, in the case of any amendment to the MGCL, only to the extent that such amendment permits BankFinancial to provide broader indemnification rights than such law permitted BankFinancial to provide prior to such amendment), including the advancement of expenses under procedures permitted or required by applicable law and to the fullest extent permitted by applicable law, (ii) must indemnify (including the advancement of expenses under procedures permitted or required by applicable law) its current and former officers to the fullest extent, consistent with applicable law, as may be required in a contract approved by the BankFinancial board of directors pursuant to a resolution approved by a majority of directors then in office, or as may be required by the BankFinancial bylaws and (iii) may, to the extent not required pursuant to clause (ii) above, indemnify (including the advancement of expenses under procedures permitted or required by applicable law) current and former officers and other employees and agents of BankFinancial as may be authorized by the BankFinancial board			against a director in a proceeding relates to the director’s approval of an unlawful dividend, distribution, redemption or loan. Ohio law further provides that to the extent a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, the corporation must indemnify the director or officer against expenses actually and reasonably incurred by the director or officer in connection with the action, suit or proceeding. In addition, a corporation is permitted to pay expenses (including attorneys’ fees) as they are incurred by a director or officer as they are incurred, in advance of the final disposition of the action, suit or proceeding, as authorized by the corporation’s directors and upon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to indemnification. The indemnification provisions of Ohio law summarized above are not exclusive of, and are in addition to, any other rights granted to persons seeking indemnification under a corporation’s articles or regulations, any agreement, a vote of the corporation’s shareholders or disinterested directors. Ohio law grants express power to a corporation to purchase and maintain insurance or furnish similar protection, including trust funds, letters of credit and self-insurance, for director, officer, employee or agent liability, regardless of whether that individual is otherwise eligible for indemnification by the corporation.

	BankFinancial	First Financial
	of directors in the specific case and permitted by applicable law or the BankFinancial bylaws. However, except with respect to proceedings to enforce rights to indemnification or in a contract approved by the BankFinancial board of directors pursuant to a resolution approved by a majority of directors then in office, BankFinancial may not indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee unless such proceeding (or part thereof) was authorized by the BankFinancial board of directors pursuant to a resolution approved by a majority of the directors then in office.
Annual Meetings of Stockholders	An annual meeting of BankFinancial stockholders for the election of directors and the transaction of any business within the powers of BankFinancial will be held on the date and at the time and place set by the BankFinancial board of directors.	The annual meting of shareholders of First Financial shall be held on the fourth Tuesday in May of each year or on such other date as may be fixed from time to time by the directors, at such time as the directors may determine.
Call of Special Meetings of Stockholders	Subject to the rights of the holders of any class or series of BankFinancial preferred stock, special meetings of BankFinancial stockholders may be called by the chief executive officer, the president or the BankFinancial board of directors pursuant to a resolution approved by a majority of the Whole Board. Subject to the satisfaction of certain procedural requirements set forth in the BankFinancial bylaws, special meetings of BankFinancial stockholders must be called by the secretary to act on any matter that may properly be considered at a meeting of BankFinancial stockholders upon the written request of BankFinancial stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at the meeting.	First Financial’s regulations provide that special meetings of shareholders may be called by the Chairman of the Board, by the Chief Executive Officer, by the President or Vice President authorized to exercise the authority of the Chief Executive Officer in the case of the Chief Executive Officer’s absence, death, or disability, by resolution of the directors or by the holders of not less than one-half of the outstanding voting power of First Financial.
Notice of Meetings of Stockholders	Not less than ten nor more than 90 days before each meeting of BankFinancial stockholders, the secretary must give to each stockholder entitled to vote at such meeting or entitled to notice thereof, notice in writing or by electronic	Written notice of such a meeting stating the time, place, if any, and purposes of the meeting, and the means, if any, by which shareholders can be present and vote at the meeting shall be given at least ten days before the date of the meeting

	BankFinancial	First Financial
	transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any law, the purpose for which the meeting is called, by (i) mail, (ii) delivery to such stockholder personally, (iii) leaving it at the stockholder’s usual place of business or (iv) transmission to such stockholder by electronic transmission to any address or number at which such stockholder receives electronic transmissions.	(a) to every shareholder of record entitled to notice and (b) by or at the direction of the Chief Executive Officer or the Secretary.
Quorum of Stockholders	The BankFinancial bylaws provide that, at any meeting of BankFinancial stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting on any matter (after giving due effect to the limitations described under “— Voting Limitations” above) constitutes a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by the BankFinancial charter. Where a separate vote by a class or classes is required, a majority of the shares of such class or classes, present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter.	First Financial’s regulations provide that the holders of record of a majority of shares entitled to vote at each meeting of shareholders, present in person or by proxy, shall constitute a quorum.
Advance Notice Regarding Stockholder Proposals (other than Nomination of Candidates for Election to the Board of Directors)	The BankFinancial bylaws provide that, for any business to be properly brought before an annual meeting by a stockholder, the stockholder (i) must be a stockholder of record both at the time of giving of notice by the stockholder as provided in the BankFinancial bylaws and at the time of the meeting, (ii) must be entitled to vote at the meeting and (iii) must have complied with the requirements of the BankFinancial bylaws. Only such business brought before the meeting pursuant to BankFinancial’s notice of meeting may be conducted at a special meeting of BankFinancial stockholders.	First Financial’s regulations do not contain a similar advance notice provision regarding stockholder proposals.

				BankFinancial			First Financial
				To be timely, a stockholder’s notice must be delivered to the secretary at the principal executive office of BankFinancial not earlier than the 150th day nor later than 5:00 p.m., Chicago, Illinois Time, on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Chicago, Illinois Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The stockholder’s notice must set forth: (i) a description of the business that the stockholder proposes to bring before the meeting, the reasons for proposing such business at the meeting and any material interest in such business of such stockholder and any BankFinancial Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder and the BankFinancial Stockholder Associated Person therefrom, (ii) as to the stockholder giving the notice and any BankFinancial Stockholder Associated Person, the class, series and number of all shares of stock of BankFinancial that are owned by such stockholder and by such BankFinancial Stockholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such BankFinancial Stockholder Associated Person; (iii) as to the stockholder giving the notice and any BankFinancial Stockholder Associated Person covered by clause (i) or (ii) above,

				BankFinancial			First Financial
				the name and address of such stockholder, as they appear on the BankFinancial stock ledger and current name and address, if different, and of such BankFinancial Stockholder Associated Person; and (iv) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the proposal of business on the date of such stockholder’s notice. Upon written request by the secretary or the BankFinancial board of directors or any committee thereof, any stockholder proposing business at a meeting of stockholders must provide, within five business days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the BankFinancial board of directors or any committee thereof or any authorized officer of BankFinancial, to demonstrate the accuracy of any information submitted by the stockholder pursuant to the BankFinancial bylaws. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with the BankFinancial bylaws. A “BankFinancial Stockholder Associated Person” of any BankFinancial stockholder means (i) any person (A) controlling, directly or indirectly, (B) “acting in concert” (as defined in 12 C.F.R. § 225.41(b)(2) or 12 C.F.R. § 5.50(d)(2)) with, (C) who is a member of a “group” (as that term is used in Section 13(d)(3) of the Exchange Act) with, or (D) who is a “participant” (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in any solicitation of proxies with, such stockholder or (ii) any beneficial owner of shares of stock of BankFinancial owned of record or beneficially by such stockholder.

				BankFinancial			First Financial
	Advance Notice Regarding Stockholders Nomination of Candidates for Election to the Board of Directors			The BankFinancial bylaws provide that, for nominations of individuals for election to the BankFinancial board of directors to be properly brought before an annual or special meeting by a stockholder, the stockholder (i) must be a stockholder of record both at the time of giving of notice by the stockholder as provided in the BankFinancial bylaws and at the time of the meeting, (ii) must be entitled to vote at the meeting and (iii) must have complied with the requirements of the BankFinancial bylaws. For a special meeting of stockholders, the BankFinancial board of directors must have also determined that directors will be elected at such special meeting. To be timely, a stockholder’s notice for an annual meeting must be delivered to the secretary at the principal executive office of BankFinancial not earlier than the 150th day nor later than 5:00 p.m., Chicago, Illinois Time, on the 120th day prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Chicago, Illinois Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In addition, if the BankFinancial board of directors increases or decreases the maximum or minimum number of directors in accordance with the BankFinancial bylaws and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of mailing of the notice of the preceding year’s annual meeting, a stockholder’s notice required will also be			First Financial’s regulations provide that nomination for election of directors may be made by any shareholder by delivering written notice to the Secretary of First Financial not later than (i) for an annual meeting of shareholders, 90 days prior to the date one year from the date of the immediately preceding annual meeting of shareholders, and (ii) for a special meeting of shareholders, the close of business on the tenth day following the date on which notice of such meeting is first given to shareholders. The notice must set forth the name and address of the shareholder and each nominee; the age and principal occupation or employment of each nominee; the number of shares of equity securities beneficially owned by each nominee; a representation that the shareholder is a holder of record of shares entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; a description of all arrangements or understandings between the shareholder and each nominee; such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated by the First Financial board of directors; and the consent of each nominee to serve as a director of the First Financial if elected. First Financial may also require any proposed nominee to furnish other information reasonably required by First Financial to determine the proposed nominee’s eligibility to serve as a director.

				BankFinancial			First Financial
				considered timely, but only with respect to nominees for such newly created directorships for which the term of office will expire at the next annual meeting, if it is delivered to the secretary at the principal executive office of BankFinancial not later than 5:00 p.m., Chicago, Illinois Time, on the tenth day following the day on which such public announcement is first made by BankFinancial. To be timely, a stockholder’s notice for a special meeting must be delivered to the secretary at the principal executive office of BankFinancial not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Chicago, Illinois Time on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the BankFinancial board of directors to be elected at such meeting. The stockholder’s notice must set forth: (i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director, (A) the name, age, business address and residence address of such individual, (B) the class, series and number of any shares of stock of BankFinancial that are beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition and (D) all other information relating to such individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (ii) as to the stockholder giving the notice and any BankFinancial Stockholder Associated Person, the

	BankFinancial	First Financial
	class, series and number of all shares of stock of BankFinancial that are owned by such stockholder and by such BankFinancial Stockholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such stockholder and by any such BankFinancial Stockholder Associated Person; (iii) as to the stockholder giving the notice and any BankFinancial Stockholder Associated Person covered by clause (ii) above, the name and address of such stockholder, as they appear on the BankFinancial stock ledger and current name and address, if different, and of such BankFinancial Stockholder Associated Person; and (iv) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director on the date of such stockholder’s notice. Upon written request by the secretary or the BankFinancial board of directors or any committee thereof, any stockholder proposing a nominee for election as a director at a meeting of stockholders must provide, within five business days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the BankFinancial board of directors or any committee thereof or any authorized officer of BankFinancial, to demonstrate the accuracy of any information submitted by the stockholder pursuant to the BankFinancial bylaws. If a stockholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed not to have been provided in accordance with the BankFinancial bylaws.
Stockholder Action by Written Consent	Any action required or permitted to be taken at a meeting of BankFinancial stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by	Under the OGCL, unless a corporation’s articles or regulations prohibit action by shareholders without a meeting, shareholders may act without a meeting on any action required or permitted to

	BankFinancial	First Financial
	electronic transmission by each stockholder entitled to vote on the matter and filed in paper or electronic form with the records of the meetings of BankFinancial stockholders.	be taken at a shareholder meeting, provided that all shareholders entitled to notice of the meeting sign a writing authorizing the action, and the shareholders file the writing with the records of the corporation. First Financial’s articles and regulations do not alter such shareholders’ right.
Stockholder Inspection Rights	Under the MGCL, any BankFinancial stockholder may inspect and copy during usual business hours any of the following corporate documents: (i) the BankFinancial bylaws; (ii) minutes of the proceedings of BankFinancial stockholders; (iii) annual statements of affairs; and (iv) voting trust agreements deposited at BankFinancial’s principal office. Any BankFinancial stockholder may also request a statement showing all stock and securities issued during a specified period of not more than 12 months before the date of the request. In addition, one or more persons who together are and for at least six months have been stockholders of record of at least 5% of the outstanding stock of any class may (i) inspect and copy during usual business hours the BankFinancial books of account and stock ledger, (ii) present to any officer or resident agent of BankFinancial a written request for a statement of BankFinancial’s affairs and (iii) if BankFinancial does not maintain the original or a duplicate stock ledger at its principal office, present to any officer or resident agent of BankFinancial a written request for a list of stockholders.	Under the OGCL, First Financial shareholders, upon written demand stating the specific purpose thereof, shall have the right to examine at any reasonable time and for any reasonable and proper purpose, the articles of the corporation, the regulations, the books and records of account, minutes, and records of shareholders aforesaid, and voting trust agreements, if any, on file with First Financial, and to make copies or extracts thereof.
Stockholder Appraisal Rights	The MGCL provides that a stockholder may not demand the fair value of the stockholder’s stock and is bound by the terms of a transaction in connection with which the stockholder would otherwise have the right to demand and receive payment of the fair value of the stockholder’s stock from the successor if, among other exceptions, the charter of the corporation provides that the holders of stock are not entitled to exercise the rights of an objecting stockholder under the MGCL.	The OGCL provides that shareholders of a domestic corporation that is also the surviving corporation in a merger who are entitled to vote on the adoption of the merger are entitled to relief as dissenting shareholders, unless the shares of the corporation are listed on a national securities exchange as of the day immediately preceding the date on which the vote on the proposal is taken at the meeting of the shareholders, and the consideration to be received by the shareholders consists of shares or shares

	BankFinancial	First Financial
		and cash in lieu of fractional shares that, immediately following the effective time of a merger, consolidation, or conversion, as applicable, are listed on a national securities exchange and for which no proceedings are pending to delist the shares from the national securities exchange as of the effective time of the merger, consolidation, or conversion.
	The BankFinancial charter provides that BankFinancial stockholders are not entitled to exercise any rights of an objecting stockholder provided for under the MGCL unless the BankFinancial board of directors, pursuant to a resolution approved by a majority of the directors then in office, determines that such rights apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which stockholders would otherwise be entitled to exercise such rights.	The OGCL also entitles the following to relief as dissenting shareholders: (i) shareholders of a domestic corporation that is being merged into a surviving or new entity, (ii) shareholders, other than the parent corporation, of a domestic subsidiary corporation that is being merged into the domestic or foreign parent corporation, (iii) in the case of a combination or a majority share acquisition, shareholders of the acquiring corporation who are entitled to vote on such transaction, but only as to the shares so entitling them to vote, (iv) shareholders of a domestic subsidiary corporation into which one or more domestic or foreign corporations are being merged, and (v) shareholders of a domestic corporation into a domestic or foreign entity. First Financial’s articles and regulations do not alter such shareholders’ rights.
Appointment and Removal of Officers	The BankFinancial bylaws provide that the officers of BankFinancial will be elected annually by the BankFinancial board of directors (except that the chief executive officer may from time to time appoint one or more senior vice presidents, vice presidents, assistant vice presidents, assistant secretaries or assistant treasurers, in each case subject to the ratification of such appointments by the BankFinancial board of directors no less frequently than annually) and that each officer will hold office until his or her successor is elected and qualifies or until his or her death or his or her resignation or removal as provided in the BankFinancial bylaws.	First Financial’s regulations provide that all officers of First Financial shall be chosen by the board of directors by a majority vote and shall hold office at the pleasure of the First Financial board of directors. Any officer may be removed by the board of directors at any time with or without cause by a majority vote.

	BankFinancial	First Financial
	The BankFinancial bylaws provide that any officer may be removed, with or without cause, by the BankFinancial board of directors if in its judgment the best interests of BankFinancial will be served thereby.
	The BankFinancial bylaws further provide that the BankFinancial board of directors may authorize any officer to remove subordinate officers.
Amendment to Charter and Bylaws	The amendment or repeal of any provision of the BankFinancial charter must be approved by at least two-thirds of all votes entitled to be cast by BankFinancial stockholders entitled to vote on the matter (after giving due effect to the limitations described under “— Voting Limitations” above), except that: (i) the BankFinancial board of directors, pursuant to a resolution approved by a majority of the Whole Board (rounded up to the nearest whole number) and without action by BankFinancial stockholders, may amend the BankFinancial charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that BankFinancial has authority to issue; (ii) no stockholder approval will be required if the approval of stockholders is not required for the proposed amendment or repeal by the MGCL; and (iii) the proposed amendment or repeal of any provision of the BankFinancial charter need only be approved by the vote of a majority of all the votes entitled to be cast by BankFinancial stockholders entitled to vote on the matter (after giving due effect to the limitations described under “— Voting Limitations” above) if the amendment or repeal of such provision is approved by the BankFinancial board of directors pursuant to a resolution approved by at least two-thirds of the Whole Board (rounded up to the nearest whole number).	Under the First Financial articles, First Financial reserves the right to amend, alter, change or repeal any provision contained in its articles in the manner prescribed by the laws of Ohio, and all rights and powers conferred therein upon shareholders and directors are granted subject to this reservation. The First Financial regulations provide that the regulations may be amended only (a) by the vote of the holders of two-thirds of the outstanding voting power of First Financial voting as a single class at a meeting of shareholders called for such purpose, unless such amendment is recommended by the vote of two-thirds of the whole authorized number of directors, in which case the regulations may be amended by the affirmative vote of the holders of a majority of the outstanding voting power voting as a single class at a meeting of shareholders called for such purpose or (b) by the affirmative vote of two-thirds of the whole authorized number of directors to the extent permitted by Ohio law.

	BankFinancial	First Financial
	No proposed amendment or repeal of any provision of the BankFinancial charter will be submitted to a stockholder vote unless the BankFinancial board of directors has (i) approved the proposed amendment or repeal, (ii) determined that it is advisable and (iii) directed that it be submitted for consideration at either an annual or special meeting of BankFinancial stockholders pursuant to a resolution approved by the BankFinancial board of directors. The BankFinancial board of directors is vested with the power to adopt, amend, alter or repeal any provision of the BankFinancial bylaws. Pursuant to a proposal that is submitted to BankFinancial stockholders for approval at a duly called annual or special meeting of stockholders in accordance with the BankFinancial bylaws and is otherwise in compliance with applicable law, BankFinancial stockholders may amend, alter or repeal any provision of the BankFinancial bylaws and adopt new provisions of the BankFinancial bylaws, provided that any such amendment, alteration, repeal or adoption is approved by the affirmative vote of BankFinancial stockholders entitled to cast a majority of the votes entitled to be cast on the matter.
Extraordinary Transactions	A proposed consolidation, merger, share exchange, dissolution or sale of all or substantially all of the assets of BankFinancial must be approved by at least two-thirds of all the votes entitled to be cast by BankFinancial stockholders entitled to vote on the matter (after giving due effect to the limitations described under “— Voting Limitations” above), except that: (i) no stockholder approval will be required if the approval of stockholders is not required for the transaction by the MGCL or other applicable law; and (ii) the transaction need only be approved by the vote of a majority of all the votes entitled to be cast by BankFinancial stockholders entitled to vote on the matter (after giving due effect to the limitations described under	Under the OGCL, the vote required to adopt an agreement of merger or consolidation at a meeting of the shareholders of a domestic constituent corporation is the affirmative vote of the holders of shares of that corporation entitling them to exercise at least two-thirds of the voting power of the corporation on such proposal, except in the case of mergers of a subsidiary into a parent corporation, which does not require shareholder approval. The First Financial articles and regulations do not alter the approval required for extraordinary transactions.

	BankFinancial	First Financial
	“— Voting Limitations” above) if the transaction is approved by the BankFinancial board of directors pursuant to a resolution approved by at least two-thirds of the Whole Board (rounded up to the nearest whole number). A conversion of BankFinancial into another entity must be declared advisable by the BankFinancial board of directors and approved by the affirmative vote of BankFinancial stockholders entitled to cast two-thirds of the votes entitled to be cast on the matter.
Business Combinations with Interested Stockholders	Under the MGCL, certain “business combinations” (including a merger, consolidation or statutory share exchange and, in certain circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock or an affiliate or associate of the corporation who beneficially owned, directly or indirectly, 10% or more of the voting power of the corporation’s then outstanding stock at any time within the preceding two years, in each case referred to as an “interested stockholder,” or an affiliate thereof, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be recommended by the board of directors and approved by the affirmative vote of at least (i) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (ii) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder or its affiliates or associates. The super-majority vote requirements do not apply, however, to business	Under the OGCL, First Financial shall not engage in a merger, consolidation, combination, or majority share acquisition involving an interested shareholder or a person, partnership, corporation, or other entity that is, or after the merger, consolidation, combination, or majority share acquisition would be, an affiliate or associate of an interested shareholder, for three years after an interested shareholder’s share acquisition date, unless (i) it is an exempt transaction according to the statute or (ii) prior to the interested shareholder’s share acquisition date First Financial’s directors approved the transaction or the purchase of the interested shareholder’s shares. After three years, First Financial may engage in such a transaction if it is a certain type of business combination specified by the statute, there is compliance with the provisions of the applicable business combination statute, and at least one of the following is satisfied: (i) the transaction is approved, at a meeting held for that purpose, by the affirmative vote of the holders of shares of First Financial entitling them to exercise at least two-thirds of the voting power of the issuing public corporation in the election of directors; and (ii) the transaction meets both of the following conditions: (a) it results in the receipt per share by the holders of all outstanding

	BankFinancial	First Financial
	combinations that are approved or exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder or if the business combination satisfies certain minimum price, form-of-consideration and procedural requirements. The BankFinancial charter provides that BankFinancial elects to be governed by the provisions of the Maryland Business Combination Act as in effect on the date the original BankFinancial charter was accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”) and that BankFinancial elects not to be governed by any amendment to the Maryland Business Combination Act after such date unless the BankFinancial board of directors, pursuant to a resolution approved by a majority of the directors then in office, determines that such amendment will apply. The BankFinancial charter further provides that, in the event that the Maryland Business Combination Act is repealed or, in the sole discretion of the BankFinancial board of directors, amended or substantially altered to the detriment of BankFinancial, BankFinancial will continue to be governed by the provisions of the Maryland Business Combination Act in effect on the date the original BankFinancial charter was accepted for record by the SDAT, together with any amendments to the Maryland Business Combination Act that the BankFinancial board of directors has determined will apply to BankFinancial.	shares of First Financial not beneficially owned by the interested shareholder of an amount of cash that, when added to the fair market value as of the consummation date of the transaction of noncash consideration, aggregates at least the higher of the following: (I) a figure determined in accordance with the statute; or (II) the preferential amount per share, if any, to which holders of shares of that class or series of shares are entitled upon voluntary or involuntary dissolution of First Financial, plus the aggregate amount per share of dividends declared or due that those holders are entitled to receive before payment of dividends on another class or series of shares, unless the aggregate amount per share of those dividends is included in the preferential amount; and (b) the form of consideration to be received by holders of each particular class or series of outstanding shares of First Financial in the transaction, apart from any portion that is interest, is in cash or, if the interested shareholder previously purchased shares of that class or series, is in the same form the interested shareholder previously paid to acquire the largest number of shares of that class or series, but in no event shall the fair market value of the consideration received by a holder of a share of a particular class or series of outstanding shares in the transaction be less than the current fair market value of a share of the issuing public corporation of the same class or series.
Control Share Acquisitions	Under the MGCL, control shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by a vote of stockholders entitled to cast two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by employees who are directors of the	Under the OGCL, any control share acquisition of an issuing public corporation shall be made only with the prior authorization of the shareholders of such corporation. Any person who proposes to make a control share acquisition shall deliver an acquiring person statement to the issuing public corporation at the issuing public