AGREEMENT AND PLAN OF MERGER dated as of July 19, 2012 by and among WESBANCO, INC., WESBANCO BANK, INC., FIDELITY BANCORP, INC. and FIDELITY SAVINGS BANKMerger Agreement • July 20th, 2012 • Fidelity Bancorp Inc • State commercial banks • West Virginia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 19, 2012, is made and entered into by and among WesBanco, Inc., a West Virginia corporation (“Buyer”), WesBanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of Buyer (“Buyer Sub”), Fidelity Bancorp, Inc., a Pennsylvania corporation (“Seller”), and Fidelity Savings Bank, a Pennsylvania state-chartered stock savings bank and a wholly-owned subsidiary of Seller (“Seller Sub”). Buyer and Seller are sometimes hereinafter collectively referred to as the “Constituent Corporations.”
FORM OF VOTING AGREEMENTVoting Agreement • July 20th, 2012 • Fidelity Bancorp Inc • State commercial banks • West Virginia
VOTING AGREEMENT (this “Agreement”), dated as of July ___, 2012, by and between WESBANCO, INC., a West Virginia corporation (“Buyer”), and the undersigned holder (the “Shareholder”) of shares of common stock, $0.01 par value ( the “Seller Shares”), of Fidelity Bancorp, Inc., a Pennsylvania corporation (“Seller”).
