REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
THIS REORGANIZATION AGREEMENT AND PLAN OF EXCHANGE (the "Reorganization Plan'),
dated as of March 10, 2001, is entered into between The Bank of Georgia (the
"Bank") and Georgia Bancshares, Inc. (the "Holding Company").
RECITALS:
The parties acknowledge the following to be true and correct:
1. The Bank is a state bank duly organized under the laws of the State of
Georgia and has its principal office and place of business in Fayetteville,
Georgia. The Bank is authorized by its articles of incorporation to issue
up to 10,000,000 shares of common stock, par value $5.00 per share,
1,100,000 shares of which are issued and outstanding.
2. The Holding Company is a corporation duly organized under the laws of the
State of Georgia, having its principal place of business in Fayetteville,
Georgia. As of the Effective Date of the Share Exchange (as such terms are
defined below), the Holding Company will have authorized and unissued
10,000,000 shares of common stock of a par value of $0.01 per share. In
connection with the formation of the Holding Company, 10 shares of Holding
Company common stock will be issued at $10 per share to the Chief Executive
Officer of the Bank. All such shares will be redeemed at $10 per share upon
the Effective Date.
3. The Board of Directors of the Bank and Holding Company desire to establish
a holding company structure pursuant to which the Bank will become a
wholly-owned subsidiary of the Holding Company.
4. A majority of the entire Board of Directors of each of the Bank and the
Holding Company has deemed advisable a share exchange transaction between
the Bank and the Holding Company (the "Share Exchange") in order to
establish the holding company structure and has approved this
Reorganization Plan and authorized its execution.
In consideration of the premises, the Bank and the Holding Company
enter into this Reorganization Plan and prescribe the terms and conditions of
the Share Exchange and the mode of carrying it into effect as follows:
ARTICLE I : The Acquiring Corporation
The name of the acquiring corporation is Georgia Bancshares, Inc.
(the Holding Company). The entity whose shares will be acquired is The Bank of
Georgia (the Bank).
ARTICLE II : Terms and Conditions of the Exchange
1. When the Share Exchange becomes effective, each issued and outstanding
share of common stock of the Bank shall be exchanged for one share of
common stock of the Holding Company. As a result of the Share Exchange, the
Holding Company shall become the sole shareholder of the Bank and the Bank
will continue in existence as a wholly-owned subsidiary of the Holding
Company. The articles of incorporation, bylaws, corporate identity,
charter, and officers and directors of the Bank will not be changed as a
result of the Share Exchange. In addition, the 10 shares of Holding Company
common stock issued at $10 per share to the Chief Executive Officer of the
Bank in connection with the formation of the Holding Company will
automatically be redeemed by the Holding Company on the Effective Date at
$10 per share. Consequently, as a result of the Share Exchange, the
existing shareholders of the Bank will become the only shareholders of the
Holding Company and the Holding Company will have 1,100,000 shares of
Common Stock issued and outstanding (assuming no exercise of dissenters
rights).
2. Consummation of the Share Exchange is conditioned upon approval by holders
of a majority of the outstanding shares of the Bank as required by law, and
upon the receipt of any required approvals from regulatory agencies,
including the Georgia Department of Banking and Finance and the Federal
Reserve.
3. The Reorganization Plan shall be submitted to the shareholders of the Bank
for approval at a meeting to be called and held in accordance with the
applicable provisions of law and the Articles of Incorporation and Bylaws
of the Bank. The Bank and the Holding Company shall proceed expeditiously
and cooperate fully in the procurement of any other consents and approvals
and the taking of any other action, and the satisfaction of all other
requirements prescribed by law or otherwise, necessary for consummation of
the Share Exchange at time provided herein.
4. Upon satisfaction of the requirements of law and the conditions contained
in this Reorganization Plan, the Share Exchange shall become effective upon
the filing of Articles of Share Exchange with the Georgia Secretary of
State (the "Effective Date").
5. If the Share Exchange becomes effective, the Bank and the Holding Company
shall each pay their own expenses, if any, incurred in the proposed
transaction. If the Share Exchange does not become effective, the Bank
shall pay all reasonable and necessary expenses associated with the
transaction proposed herein.
6. Any shareholder of the Bank who objects to the Share Exchange and who
properly dissents from the Share Exchange pursuant to Chapter 2 of Title 14
of the Georgia Business Corporation Code shall have the rights of a
"dissenting shareholder" and the right to receive cash for the value of
such dissenting shares.
ARTICLE III : Manner and Basis of Exchanging Shares
On the Effective Date:
1. Each share of common stock of the Bank issued and outstanding immediately
prior to the Effective Date shall, without any action on the part of the
holder thereof, be converted into the right to receive one share of capital
stock of the Holding Company.
2. Each holder of common stock of the Bank shall cease to be a shareholder of
the Bank and the ownership of all shares of the issued and outstanding
common stock of the Bank shall thereupon automatically vest in the Holding
Company as the acquiring corporation.
3. As of the Effective Date, until surrendered for exchange in accordance with
this Reorganization Plan, each certificate theretofore representing common
stock of the Bank will be deemed to evidence the right to receive Holding
Company stock. However, shareholders who do not surrender their Bank stock
certificates will not be issued certificates representing the shares of
Holding Company common stock they may be entitled to receive and will not
be paid dividends or other distributions. Any such dividends or
distributions which such shareholders would otherwise receive will be held,
without interest, for their accounts until surrender of their Bank stock
certificates. The Holding Company shall not be obligated to deliver
certificates for shares of Holding Company common stock to any former Bank
shareholder until such shareholder surrenders his or her Bank stock
certificates.
4. After the Effective Date, the Bank's shareholders will be furnished
instructions for surrendering their present stock certificates and for
replacing any lost, stolen or destroyed certificates.
ARTICLE IV : Termination
The Reorganization Plan may be terminated, in the sole discretion of
the Bank's Board of Directors, at any time before the Effective Date if:
(1) the number of shares of common stock of the Bank
voted against the Share Exchange, or in respect of which written notice
is given purporting to dissent from the Share Exchange, shall make
consummation of the Share Exchange unwise in the opinion of the Bank's
Board of Directors;
(2) any act, suit, proceeding or claim relating to the Share
Exchange has been instituted or threatened before any court or
administrative body; or
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(3) the Bank's Board of Directors subsequently determines that
the Share Exchange is inadvisable.
Upon termination by written notice as provided in this Article IV, this
Reorganization Plan shall be void and of no further effect, and there shall be
no liability by reason of this Reorganization Plan or the termination thereof on
the part of either the Bank, the Holding Company, or the directors, officers,
employees, agents or shareholders of either of them.
IN WITNESS WHEREOF, the Bank and the Holding Company have caused this
Reorganization Plan to be executed and attested in counterparts by their duly
authorized officers and directors, and their corporate seals to be hereunto
affixed as of the day and year first above written.
THE BANK OF GEORGIA
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------------
Xxx X. Xxxxxxxx, III, President and Chief
Executive Officer
GEORGIA BANCSHARES, INC.
By: /s/ Xxx X. Xxxxxxxx
-----------------------------------------------
Xxx X. Xxxxxxxx, III, President and Chief
Executive Officer
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