Non-alienation of Benefits
Except with respect to federal income
tax withholdings and qualified domestic relations orders, benefits payable under the Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the
Plan shall be void.
Reports to Plan Participants
The Plan administrator will furnish to
you a quarterly statement showing the balance in your Plan account as of the end of that period, the amount of contributions allocated to your Plan
account for that period, and the adjustments to your account to reflect earnings or losses, distributions, loans disbursed, loan repayments and/or
transfers between investment funds.
Plan Administration
Malvern Federal Savings Bank is the
named fiduciary of the Plan for purposes of ERISA. Bank of New York currently serves as trustee of the Plans trust. The trustee receives, holds
and invests the contributions to the Plan in trust and distributes them to participants and beneficiaries in accordance with the terms of the Plan and
the directions of the Plan administrator.
The Plan is administered by a Plan
administrator who is one or more persons appointed by and who serve at the pleasure of Malvern Federal Savings Bank. Currently, the Plan administrator
is Malvern Federal Savings Bank. The address and telephone number of the administrator is 42 East Lancaster Avenue, Paoli, Pennsylvania 19301, (610)
644-9400. The administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for
filing applications for benefits, preparation and distribution of information explaining the Plan, maintenance of Plan records, books of account and
all other data necessary for the proper administration of the Plan, and preparation and filing of all returns and reports relating to the Plan which
are required to be filed with the U.S. Department of Labor and the IRS, and for all disclosures required to be made to participants, beneficiaries and
others under ERISA.
Amendment and Termination
Malvern Federal Savings Bank intends to
continue the Plan indefinitely. Nevertheless, Malvern Federal Savings Bank may terminate the Plan at any time. If the Plan is terminated in whole or in
part, then regardless of other provisions in the Plan, if you are affected by the termination you will have a fully vested interest in your Plan
account. Malvern Federal Savings Bank reserves the right to make, from time to time, any amendment or amendments to the Plan which do not cause any
part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided,
however, that Malvern Federal Savings Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply
with ERISA and/or the Internal Revenue Code.
Merger, Consolidation or Transfer
In the event of the merger or
consolidation of the Plan with another plan, or the transfer of the Plan trust assets to another plan, the Plan requires that each participant will (if
either the Plan or the other plan were then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then
terminated).
S-11
Federal Income Tax Consequences
General. The following is a
brief summary of certain federal income tax aspects of the Plan. Statutory provisions are subject to change, as are their interpretations, and their
application may vary in individual circumstances. The consequences under applicable state and local income tax laws may not be the same as under the
federal income tax laws.
As a qualified retirement
plan, the Internal Revenue Code affords special tax treatment which includes the following: (1) the sponsoring employer is allowed an immediate
tax deduction for the amount contributed to the Plan each year; (2) participants pay no current income tax on amounts contributed by the employer on
their behalf; and (3) earnings of the plan are tax-exempt thereby permitting the tax-free accumulation of income and gains on investments. The Plan
will be administered to comply in operation with the requirements of the Internal Revenue Code as of the applicable effective date of any change in the
law. Malvern Federal Savings Bank expects that it will adopt any amendments to the Plan that may be necessary to maintain the qualified status of the
Plan under the Internal Revenue Code.
You are urged to consult your tax advisors with respect to
any distribution from
the Plan and transactions involving the Plan.
Lump-Sum Distribution. A
distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made: (1) within one
taxable year to the participant or beneficiary; (2) on account of the participants death, disability or separation from service, or after the
participant attains age 59-1/2; and (3) consists of the balance to the credit of the participant under this Plan and all other profit sharing plans, if
any, maintained by Malvern Federal Savings Bank. The portion of any lump-sum distribution that is required to be included in the participants or
beneficiarys taxable income for federal income tax purposes consists of the entire amount of such lump-sum distribution less the amount of
after-tax contributions, if any, made by the participant to any other profit sharing plans maintained by Malvern Federal Savings Bank which is included
in such distribution.
Averaging Rules. The portion of
the total taxable amount of a lump-sum distribution that is attributable to participation in the Plan or in any other profit-sharing plan maintained by
Malvern Federal Savings Bank and referred to as the ordinary income portion, will be taxable generally as ordinary income for federal income tax
purposes.
If you turned 50 by 1985, you may elect
to have your lump-sum distribution taxed under a ten-year income averaging rule which would allow you to pay a separate tax on the lump-sum
distribution that would approximate the tax (under the rates in effect in 1986) that would have been due if the distribution had been received in ten
equal annual installments. You also may elect to have that portion of the lump-sum distribution attributable to your pre-1974 participation in the Plan
treated as a long-term capital gain and taxed at a rate of 20%.
Common Stock Included in Lump-Sum
Distribution. If a lump-sum distribution includes our common stock, the distribution generally will be taxed in the manner described above, except
that the total taxable amount will be reduced by the amount of any net unrealized appreciation with respect to such common stock, i.e., the excess of
the value of such common stock at the time of the distribution over its cost to the Plan. The tax basis of such common stock to the participant or
beneficiary for purposes of computing gain or loss on its subsequent sale will be the value of the common stock at the time of distribution less the
amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of such common stock, to the extent of the amount of
net unrealized appreciation at the time of distribution, will be considered long-term capital gain regardless of the holding period of such common
stock. Any gain on a subsequent sale or other taxable disposition of the common stock in excess of the amount of net unrealized appreciation at the
time of distribution will be considered either short-term capital gain or long-term capital gain depending upon the length of the holding period of the
common stock. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of such
distribution to the extent allowed by the IRS.
S-12
Distribution: Rollovers and Direct
Transfers to Another Qualified Plan or to a Traditional or Roth IRA. Virtually all distributions from the Plan may be rolled over to another
qualified retirement plan or to a traditional or Roth IRA without regard to whether the distribution is a lump-sum distribution or a partial
distribution. You have the right to elect to have the trustee transfer all or any portion of an eligible rollover distribution directly to
another qualified plan or to a traditional or Roth IRA. If you do not elect to have an eligible rollover distribution transferred directly
to another qualified plan or to a traditional IRA, the distribution will be subject to a mandatory federal withholding tax equal to 20% of the taxable
distribution. If you roll over your distribution to a Roth IRA, the taxable amount of your distribution will be included in your taxable income in the
year of the distribution. The principal types of distributions which do not constitute eligible rollover distributions are (1) an annuity type
distribution made over the life expectancy of the participant (or participant and another) or for a period of 10 years or more, (2) a minimum
distribution required by Section 401(a)(9) of the Internal Revenue Code, or (3) the portion of any distribution not includable in gross income, except
that unrealized appreciation in employee securities can be included in an eligible rollover distribution.
ERISA and Other Qualification
As noted above, the Plan is subject to
certain provisions of ERISA, and was submitted to the IRS for a determination that it is qualified under the Internal Revenue Code.
We have provided a brief description of
the material federal income tax aspects of the Plan which are of general application under the Internal Revenue Code. This is not intended to be a
complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the Plan. Accordingly,
you are urged to consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from
Plan.
Restrictions on Resale
Any person receiving shares of Malvern
BancorpNew common stock under the Plan who is an affiliate of Malvern BancorpNew as the term affiliate is used in
Rules 144 and 405 under the Securities Act of 1933, as amended, (e.g., our directors, executive officers and substantial stockholders) may reoffer or
resell such shares only pursuant to a registration statement filed under the Securities Act of 1934 assuming the availability of a registration
statement, pursuant to Rule 144 or some other exemption of the registration requirements of the Securities Act of 1933. Any person who may be an
affiliate of Malvern BancorpNew may wish to consult with counsel before transferring any common stock he or she owns. In addition,
you are advised to consult with counsel as to the applicability of Section 16 of the Securities Exchange Act of 1934 which may restrict the sale of
common stock when acquired under the Plan, or other sales of common stock.
Persons who are not deemed to be our
affiliates at the time of resale will be free to resell any shares of common stock allocated to them under the Plan, either publicly or
privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933 or compliance with the restrictions
and conditions contained in the exemptive rules thereunder. An affiliate of Malvern BancorpNew is someone who directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control, with Malvern BancorpNew. Normally, a director,
principal officer or major stockholder of a corporation may be deemed to be an affiliate of that corporation. A person who may be deemed an
affiliate of Malvern BancorpNew at the time of a proposed resale will be permitted to make public resales of the common stock only
pursuant to a reoffer prospectus or in accordance with the restrictions and conditions contained in Rule 144 under the Securities Act of
1933 or some other exemption from registration, and will not be permitted to use this prospectus in connection with any such resale. In general, the
amount of the common stock which any such affiliate may publicly resell pursuant to Rule 144 in any three-month period may not exceed the greater of
one percent of the common stock then outstanding or the average weekly trading volume reported on the Nasdaq Global Market during the four calendar
weeks prior to the sale. Such sales may be made only through brokers without solicitation and only at a time when Malvern BancorpNew is current
in filing the reports required of it under the Securities Exchange Act of 1934.
S-13
SEC Reporting and Short-Swing Profit
Liability
Section 16 of the Securities Exchange
Act of 1934 imposes reporting and liability requirements on officers, directors and persons beneficially owning more than ten percent of public
companies such as Malvern BancorpNew. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial
ownership. Within ten days of becoming a person subject to the reporting requirements of Section 16(a), a Form 3 reporting initial beneficial ownership
must be filed with the Securities and Exchange Commission. Certain changes in beneficial ownership, such as purchases, sales, gifts and participation
in savings and retirement plans must be reported periodically, either on a Form 4 within two business days after a change occurs, or annually in
certain limited situations, on a Form 5 within 45 days after the close of the registrants fiscal year. Investment in our common stock in the Plan
by officers, directors and persons beneficially owning more than ten percent of the common stock must be reported to the SEC on the Forms 4 or Forms 5
filed by such individuals.
In addition to the reporting
requirements described above, Section 16(b) of the Securities Exchange Act of 1934 provides for the recovery by Malvern BancorpNew of profits
realized by any officer, director or any person beneficially owning more than ten percent of the common stock resulting from the purchase and sale or
sale and purchase of the common stock within any six-month period.
The SEC has adopted rules that provide
exemption from the profit recovery provisions of Section 16(b) for participant-directed employer security transactions within an employee benefit plan,
such as the Plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or
dispose of employer securities for the accounts of section 16(b) persons.
Except for distributions of common
stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by section 16(b)
are required to hold shares of common stock distributed from the Plan for six months following such distribution and are prohibited from directing
additional purchases of units within the employer stock fund for six months after receiving such a distribution.
Financial Information Regarding Plan
Assets
Financial information representing the
assets available for Plan benefits at December 31, 2011, is available upon written request to the Plan Administrator at the address shown
above.
LEGAL OPINION
The validity of the issuance of the
common stock will be passed upon by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D. C., which firm acted as special counsel for Malvern
BancorpNew, Malvern Federal Bancorp, Malvern Federal Mutual Holding Company and Malvern Federal Savings Bank in connection with the
reorganization and offering.
S-14
ANNEX A
MALVERN FEDERAL SAVINGS BANK
EMPLOYEES SAVINGS
& PROFIT SHARING PLAN AND TRUST
Special Investment Election Form
Name of Plan Participant:
Social
Security Number:
1. INSTRUCTIONS. This
Special Investment Election Form provides your directions to sell certain investments in your Malvern Federal Savings Bank Employees Savings
& Profit Sharing Plan and Trust account (except those already invested in the employer stock fund) for the purpose of purchasing the common stock
of Malvern BancorpNew in connection with the mutual to stock conversion and reorganization of Malvern Federal Mutual Holding Company and issuance
of common stock by Malvern BancorpNew.
To direct the investment of all or part
of the funds credited to your account to the employer stock fund of Malvern BancorpNew, you should complete and submit this form to Ronald
Anderson, President and Chief Executive Officer, to be received no later than 4:00 p.m. on September 14, 2012. A representative for Malvern Federal
Savings Bank will retain a copy of this form and return a copy to you. If you need any assistance in completing this form, please contact Ronald
Anderson at (610) 644-9400. If you do not complete and return this form to Malvern Federal Savings Bank by 4:00 p.m. on September 14, 2012, the funds
credited to your account under the Plan will continue to be invested in accordance with your prior investment directions.
2. INVESTMENT DIRECTIONS. As
directed below, I hereby authorize the sale of the funds currently credited to my account and the purchase of common stock of Malvern BancorpNew
with such proceeds. The total dollar amount transferred from existing investment funds to the employer stock fund must be in increments of $10. For
example, you may transfer $1,000 or $1,010, but you may not transfer $1,001 or $1,011. Shortly after the end of the subscription and community offering
period, September 21, 2012, the amount that you elect to transfer from your existing account balances for the purchase of Malvern Bancorp-New common
stock in the stock offering will be removed from your existing account and transferred to a money market fund pending the closing of the stock
offering. If the value of the fund(s) you select is insufficient to cover your order, then your order will be reduced accordingly. For example: If you
direct the sale of $1,000 of your investment in the International Stock Fund and the sale generates $900, the trustee will transfer the $900 and use it
to purchase 90 shares in the stock offering at $10 per share. Your investment directions are subject to market risk. To the extent your order cannot be
filled with common stock of Malvern BancorpNew, the amount (including earnings, if any) not used to purchase common stock will be transferred
from the money market fund and reinvested in the existing investment funds of the Plan, in accordance with your then existing investment election for
future contributions to the Plan. Please contact Ronald Anderson, President and Chief Executive Officer, at (610) 644-9400 for more
information.
S-15
Plan Investment Funds
|
|
|
|
Dollar Amount
|
International
Index |
|
|
|
Sell
$ |
Nasdaq 100
Index |
|
|
|
Sell
$ |
Russell SmallCap
Index |
|
|
|
Sell
$ |
S&P MidCap
Index |
|
|
|
Sell
$ |
S&P LargeCap
Growth Index |
|
|
|
Sell
$ |
S&P LargeCap
Value Index |
|
|
|
Sell
$ |
S&P 500
Index |
|
|
|
Sell
$ |
Tuckerman REIT
Index |
|
|
|
Sell
$ |
U.S. Long
Treasury Index |
|
|
|
Sell
$ |
U.S. Bond Index
Fund |
|
|
|
Sell
$ |
Invesco Stable
Value Trust |
|
|
|
Sell
$ |
Short Term
Investment Fund |
|
|
|
Sell
$ |
Conservative
Balanced |
|
|
|
Sell
$ |
Moderate
Balanced |
|
|
|
Sell
$ |
Aggressive
Balanced |
|
|
|
Sell
$ |
Target
Retirement Income Fund |
|
|
|
Sell
$ |
Target
Retirement 2010 Fund |
|
|
|
Sell
$ |
Target
Retirement 2015 Fund |
|
|
|
Sell
$ |
Target
Retirement 2020 Fund |
|
|
|
Sell
$ |
Target
Retirement 2025 Fund |
|
|
|
Sell
$ |
Target
Retirement 2030 Fund |
|
|
|
Sell
$ |
Target
Retirement 2035 Fund |
|
|
|
Sell
$ |
Target
Retirement 2040 Fund |
|
|
|
Sell
$ |
Target
Retirement 2045 Fund |
|
|
|
Sell
$ |
Target
Retirement 2050 Fund |
|
|
|
Sell
$ |
Target
Retirement 2055 Fund |
|
|
|
Sell
$ |
Government Short
Term Investment |
|
|
|
Sell
$ |
Number
of Shares of Malvern BancorpNew Stock |
|
|
|
Price Per Share |
|
Total Amount To Purchase as Investment Election
|
|
|
|
|
|
X $10.00 = |
|
|
S-16
3. PURCHASER INFORMATION. If
you are an Eligible Account Holder, Supplemental Eligible Account Holder or Other Member, as indicated below, you can direct your current balances in
the Plan to purchase the common stock of Malvern BancorpNew. Please indicate your status.
a. o |
|
Eligible Account HolderCheck here if you were a depositor
with $50.00 or more on deposit with Malvern Federal Savings Bank as of December 31, 2010. |
b. o |
|
Supplemental Eligible Account HolderCheck here if you were
a depositor with $50.00 or more on deposit with Malvern Federal Savings Bank as of June 30, 2012, but are not an Eligible Account Holder. |
c. o |
|
Other MemberCheck here if you were a depositor of Malvern
Federal Savings Bank as of August 6, 2012 or a borrower of Malvern Federal Savings Bank as of December 31, 1990 whose loans continued to be outstanding
as of August 6, 2012, but are not an Eligible Account Holder or Supplemental Eligible Account Holder. |
d. o |
|
Check here if you are not eligible in one of the above
subscription offering categories. Your order will be placed in the community offering. |
4. PURCHASE LIMITATIONS. The
following restrictions apply to the aggregate number of shares you may request to purchase in the stock offering, including your purchases using Plan
funds and your purchases using funds outside the Plan.
|
|
Minimum number of shares: 25 shares ($250) |
|
|
Maximum number of shares: 5.0% of the shares sold in the
offering |
|
|
Maximum number of shares for associates or group: 5.0% of the
shares sold in the offering |
|
|
Maximum number of shares for associates or groups, including
exchange shares of Malvern Federal Bancorp: 9.9% of the total shares of common stock outstanding upon completion of the conversion and
offering |
See The Offering
Limitations on Common Stock Purchases in the accompanying prospectus for more information.
5. CHECK ONE BOX AND SIGN
BELOW
o |
|
Investment Election. I, the undersigned participant in the
Plan, make the investment election shown in Section 2, above. |
o |
|
No Election. I elect not to purchase shares of Malvern
BancorpNew common stock in the offering through the Plan. |
6. ACKNOWLEDGMENT OF
PARTICIPANT. I understand that this Special Investment Election Form shall be subject to all of the terms and conditions of the Malvern Federal Savings
Bank Employees Savings and Profit Sharing Plan and Trust and the Plan of Conversion and Reorganization of Malvern Federal Mutual Holding Company.
I acknowledge that I have received a copy of the prospectus and the prospectus supplement.
ACKNOWLEDGMENT OF ELECTION BY PARTICIPANT AND RECEIPT BY EMPLOYER:
Received By:
|
|
|
|
|
|
Signature of Participant
|
|
Date:
|
|
|
|
|
|
Date:
|
S-17