AJS Bancorp, Inc.

Policy and Procedures for the Nomination of Directors by Stockholders and for Stockholder Communications with Directors

            Nominations by Stockholders.  The committee will consider candidates for Director recommended by a stockholder in accordance with the policy and procedures outlined herein.

            In reviewing a candidate nominated by a stockholder, the Committee will apply the criteria for candidates generally utilized by the Board and will consider the additional information referred to below.  Stockholders wishing to suggest a candidate for Director should write to the Company’s Corporate Secretary and should include:

  • A statement that the writer is a stockholder and is proposing a candidate for consideration by the committee;

  • The name and address of the stockholder as they appear on the Company’s books, and number of shares of the Company’s common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required);

  • The name, address and contact information for the candidate, and the number of shares of common stock of the Company that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);

  • A statement of the candidate’s business and educational experience;

  • Such other information regarding the candidate as would be required to be included in the proxy statement pursuant to SEC Regulation 14A;

  • A statement detailing any relationship between the candidate and any customer, supplier or competitor of AJS Bancorp, Inc.;

  • Detailed information about any relationship or understanding between the proposing stockholder and the candidate; and

  • A statement that the candidate is willing to be considered, and willing to serve as a Director if nominated and elected.

            To be timely, the submission of a candidate for Director by a stockholder must be received by the Corporate Secretary at least 90 days prior to the date of the proxy statement relating to the preceding year’s annual meeting of stockholders.  However, if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, to be timely the recommendation for Director must be so delivered not later than the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made.

            The committee intends to identify nominees by first evaluating the current members of the Board of Directors willing to continue in service.  Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination.  Accordingly, the Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and the Committee does not perceive a need to increase the size, or change the composition, of the Board.

            Any nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements of Article II, Section 14 of the Company’s Bylaws.

            Communications with Directors.  An AJS Bancorp, Inc. stockholder who wants to communicate with the Board or with any individual Director should write to:

AJS Bancorp, Inc.
President
14757 South Cicero Avenue
Midlothian, IL 60445 

            The letter should indicate that the author is an AJS Bancorp, Inc. stockholder and if shares are not held of record, should include appropriate evidence of stock ownership.  Depending on the subject matter, management will:

  • Forward the communication to the Director or Directors to whom it is addressed;

  • Attempt to handle the inquiry directly, for example where it is a request for information about the company or it is a stock-related matter; or

  • Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

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