About Maunesha Bancshares

Stock Information and Policies

Maunesha Bancshares, Inc. is the parent company and 100% shareholder of  Farmers & Merchants State Bank in Waterloo and Marshall, Wisconsin. To learn more about Farmers & Merchants State Bank, visit the About Us page.

This content is intended exclusively for potential buyers and sellers of Maunesha Bancshares, Inc. stock. We encourage you to review all applicable statements and documents prior to submitting information.

For questions or additional information, contact Maunesha Bancshares, Inc. directly using the information on this page.

Below is a list of the last five sales of stock known to the Company, containing the number of shares, date of transfer and price, each to the extent known to the Company, on its website and upon request. The list does not necessarily contain all prices paid by all buyers, and the Company has not independently confirmed the prices disclosed to the Company.

See our documents for the following important information:

• Maunesha Bancshares, Inc. current Articles of Incorporation, which includes Maunesha Bancshares, Inc.’s Right of First Refusal (which is discussed in the Stock Policy).
• Right of First Refusal form, which can be used by a shareholder to notify Maunesha Bancshares, Inc. of the shareholder’s intent to sell his or her shares. Notification is required under Maunesha Bancshares, Inc.’s Right of First Refusal (which is discussed in the Stock Policy).
• Copy of the Stock Policy, in downloadable form.
• A sample form of a Stock Purchase Agreement, which is provided for reference for shareholders. The Stock Purchase Agreement is not legal advice, and shareholders are strongly encouraged to consult with legal counsel in connection with any offer or sale of stock.

Adjusted Book Value History

As a convenience, Maunesha Bancshares, Inc. is providing "Adjusted Book Value" for its common stock as of its most recent month end and the last five recent semiannual FR Y-9SP report for Parent Company Only Financial Statement For Small Bank Holdings Companies. Adjusted Book Value should not be construed as indicative of the current or anticipated future fair market value of the stock.

Book value has been adjusted to eliminate the unrealized gains and losses in the investment portfolio.

Newsletter & Annual Report

• Latest Newsletter in PDF Format
• Annual Report in PDF Format

Stock Policy

This Stock Policy is also available in PDF format.

Generally

This Policy was adopted by the Board of Directors of Maunesha Bancshares, Inc. ("Company") at its meeting on January 22, 2014. This Policy may be amended or discontinued at any time by the Board of Directors.

Compliance with Law

It is the intention of the Board of Directors that this Policy and its implementation not conflict with or be inconsistent with any provision of applicable law, and any such conflict or inconsistency shall be resolved in favor of compliance with the applicable law.

Potential Purchasers of Company Stock

Maintenance of Interested Buyer Lists

The Company currently intends to maintain a list of persons who have indicated to the Company a desire to purchase shares, together with contact information. Shareholders and other interested buyers may contact the Company or submit a request through its website to ask to be included on the list as a prospective buyer. To be included on the list, interested purchasers will be required to provide written consent to have their name and contact information included on the list, and to agree that the list will be provided to others upon request. Listed persons will remain on the list until they request in writing to be removed. The Company has the right to refuse to include any non-shareholder on the list for any reason.

Until the Board of Directors determines, in its sole discretion, that the Company will stop maintaining the list of interested buyers, the list will be available upon request to all shareholders interested in selling their shares. The Company will provide the list upon obtaining a Non-Disclosure Agreement (NDA) wherein the recipient agrees the sole use of the list will be to facilitate sale of their shares. 

Company’s Role in Transactions is Limited

Interested buyers are expected to contact listed persons directly. For legal reasons, the Company will not be involved in any transaction between buyers and sellers, except that it will do the following:

1. Maintain the list;
2. Provide a copy of the list upon request to shareholders who appear on the list;
3. Provide adjusted book value of the stock (defined as total equity +/- unrealized securities gains/losses divided by # shares outstanding) based on the preceding month, as calculated by the cashier of the bank. Value will be posted on its website and upon request. Note that book value is not necessarily the same as fair market value
4. Provide the most recent semiannual FR Y-9SP report for Parent Company Only Financial Statement For Small Bank Holdings Companies.
5. Provide a list of the last five sales of stock known to the Company, containing the number of shares, date of transfer and price, each to the extent known to the Company, on its website and upon request. The list does not necessarily contain all prices paid by all buyers, and the Company has not independently confirmed the prices disclosed to the Company.
6. Serve as transfer agent to transfer shares of stock on the books of the Company.

In connection with stock sales and purchases between third parties, the Company will not become involved in negotiations between buyers and sellers, take possession of funds or stock certificates (except as needed in its capacity as transfer agent), or provide information to any party other than the information listed in 2-4 above or information that is otherwise publicly available, such as the Company's FR Y-9SP information filed twice a year with the Board of Governors of the Federal Reserve.

Sales Subject to Company’s Right of First Refusal

Any sale or transfer of stock to someone not listed in the following paragraph is subject to a transfer restriction under the Company's Articles of Incorporation known as a "right of first refusal." A copy of Article 6 of the Articles of Incorporation containing the right of first refusal is provided on the Company's website and upon request.

A shareholder (or, as applicable, the representative of shareholder’s estate or any trust that owned the shares for the benefit of the shareholder at the time of the shareholder’s death) is permitted to transfer stock to any of the following without the prior approval of the Company:

• The shareholder's spouse.
• The shareholder's children, including stepchildren.
• A trust.
• The Company.

If a shareholder wants to sell some or all of his or her shares other than in a permitted transfer, he or she must provide written notice of the proposed sale to the Company setting forth the terms of the proposed sale including, without limitation:

• Name and address of the prospective purchaser;
• Purchase price and other terms and conditions of payment;
• Date on or about which the sale is to be made; and
• Number of shares subject to the offer.

The shareholder must also provide a copy of the prospective purchaser's written offer to purchase. The proposed sale must be made through a bona fide written offer involving all cash consideration generated through arm's length negotiations.

The Company will have the first right to purchase all or a portion of the shares proposed to be sold. Within 30 days after receipt of the sale notice, the Company must decide whether or not it will exercise its purchase rights. Within 30 days after receipt of the sale notice, the Company is required to deliver to the shareholder in writing, as applicable:

• Notice of its election to purchase; or
• Notice of its election not to purchase the shares.

Subject to regulatory approvals and delays caused by the regulatory approval process, if the Company decides to acquire the shares, the Company must buy the shares at the price established by the proposed purchaser in the sale notice no later than 90 days following receipt of a properly presented sale notice.

Note: The Company has made available a "Right of First Refusal Sale Notice" form on its website and upon request that may be used by shareholders to comply with the right of first refusal notification requirements described above.

Conclusion

Nothing in this Policy constitutes a formal or binding commitment by the Company to repurchase stock. Any offer to repurchase stock by the Company will be expressed directly by the Company to the seller and not by this Policy. This Policy solely states the general willingness of the Company to repurchase its stock from time to time as determined by the Board of Directors, and to maintain lists of interested third party buyers and sellers of Company stock.

Documents

• Request to be added to Buy/Sell list
• Right of First Refusal Sale Notice
• Stock Policy
• Purchase Agreement
• Dividend Direct Deposit
• Irrevocable Stock/Bond Power Form
• Designation of Transfer on Death Beneficiary Form

Financial Information

• Annual Report
• FRY 9

You can log onto the Federal Financial Institutions Examination Council website any time to review Maunesha Bancshares, Inc.’s current and historical Bank Holding Company Performance Report information. Go to www.ffiec.gov, and under "Supervisory Info" select "BHC Reports." On the next screen, under "Institution Name," enter "Maunesha Bancshares, Inc.." located in "Waterloo, Wisconsin." Select the link with the name of the bank holding company, then choose the date of the report under "Parent Company Only Financial Statements for Small Banks (FRY-9SP)" and select the box to generate the report. You may obtain copies of any of the Company's Bank Holding Company Performance Reports by requesting them in writing or by telephone at the address and phone number provided on the first page of this memorandum.

You can also log onto the Federal Financial Institutions Examination Council website any time to review Farmers & Merchants State Bank ’s current and historical Call Report/Uniform Bank Performance Report information. Go to www.ffiec.gov and under "Reports" select "On-line Info Systems." On the next screen, under "Financial Institution Information," select "Call and Thrift Financial Reports (TFR)," then select "Reports of Condition of Income (Call) and Thrift Financial Reports (TFR)", followed by "Call Report and Thrift Report Data" on the following screen. On the next screen, select "View or download data for individual institutions." On the next screen, select the report type (Call/TFR) from the drop-down list, then enter "Farmers & Merchants State Bank " located in "Waterloo, Wisconsin" and select the search button. On the next screen, select the icon under "Download." On the next screen, select the date of the report you wish to see from the drop-down list, then select the download button to view and/or print a PDF file of the report.

You may obtain copies of any of the Bank's Call Reports or Uniform Bank Performance Reports by requesting them from us. See our contact information below.

Buy and Sell Process

Company Purchase of Shares

Maunesha Bancshares, Inc. stock purchase program – Annually the Board of directors will establish whether to purchase treasury shares. This program will determine the amount of capital that is allocated for the calendar year and establish the offering price for re-purchased shares. Shareholders are encouraged to contact us first to determine if desired sales fits within the limitations of the stock purchase program.

Other Transactions

1. Shareholders wishing to Buy/sell should request to be Included on the list of Interested buyer/Sellers of Company Stock. By completing this form you request to be included on the list of interested buyers and sellers of Maunesha Bancshares, Inc. ("Company") common stock for as long as the Company maintains the list, or until you notify the Company in writing that you want to be removed from the list. You also consent to have any of the information provided in the form to (i) appear on the list, (ii) be provided as part of the list to shareholders and other persons also appearing on the list who request the list.
2. Mail or fax request to:

   Maunesha Bancshares, Inc.
   210 W Madison Street
   Waterloo, WI 53594
   Fax 920-478-3592

3. The list will be made available upon request only to those individuals/entities who are registered on the list
4. Company's Role in Transactions is Limited

   Interested buyers and sellers are expected to contact listed persons directly. For legal reasons, the Company will not be involved in any transaction between buyers and sellers. Refer to the Company’s stock policy which is posted on this site for further details regarding the Company’s limited role. In connection with stock sales and purchases between third parties, the Company will not become involved in negotiations between buyers and sellers, take possession of funds or stock certificates (except as needed in its capacity as transfer agent), or provide information to any party other than the information listed in the Company’s stock policy posted on this site or information that is otherwise publicly available, such as the Company's FR Y-9SP information filed twice a year with the Board of Governors of the Federal Reserve.

5. Executing a negotiated trade – Send complete Stock Purchase agreement, Right of first refusal notice, W-9 for any new shareholders, Stock certificate, and registration instructions to:

   Maunesha Bancshares, Inc.
   210 W Madison
   Waterloo, WI 53594

6. For more information regarding these lists please contact us.

Contact Maunesha bancshares

William E Campbell
President of Farmers & Merchants State Bank & Maunesha Bancshares, Inc.
[email protected]
Direct 920-478-7003

Tim Gerdes
Vice President of Maunesha Bancshares, Inc.
[email protected]
Direct 920-478-7014 

Office
210 W Madison Street
Waterloo, WI 53594
Phone 920-478-2181
Fax 920-478-359