CFO COMMITTEE MEETING

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1 CFO COMMITTEE MEETING Thursday, March 27, :30 a.m. NJBankers Office Cranford, NJ AGENDA Conference Call Number: ; password: Call to Order 2. Approval of Minutes from September 10, 2013 meeting Exhibit A 3. Maggie Chou, Associate of OTC Markets Group to present on: Access to capital markets and new liquidity options for bank shareholders. 4. NJBankers Update John E. McWeeney, Jr. 5. Open discussion 6. Next meeting dates Thursday, June 26, 2014; Wednesday, September 17, 2014 and Wednesday, December 17, Save the Date: CFO Conference with FMS Friday, November 14, 2014 Renaissance Woodbridge Hotel, 515 US Highway 1 South, Iselin, NJ 7. Adjournment

2 Exhibit A MINUTES New Jersey Bankers Association CFO Committee Tuesday, September 10, :30 a.m. NJBankers office Cranford, New Jersey The meeting convened at 10:00 a.m. with Chairman Nicholas J. Tedesco, Jr. presiding. The following were present, either in-person or via conference call: Vice Chairman Dennis Spinelli (BDO USA LLP), A. Richard Abrahamian (Two River Community Bank); Richard Ahlmeyer (M&T Bank); E. Thomas Allen (Columbia Bank); Martin Caine (Wolf and Co.); Robert Currie (RSI Bank); Catherine D. Franzoni (Manasquan Savings Bank); Myron Gellman (The Mercadien Group); Anthony Latini, Jr. (Boenning & Scattergood, Inc.); Andriette Mathews (Roselle Savings Bank); Robert McMahon (Abacus Federal Savings Bank); Naqi Naqvi (New Jersey Community Bank); Elliot Rothschild (Cross River Bank); Joel Sweren (Freedom Bank); Allan Tepper (CFO Consulting Partners); Thomas Van Lenten (CFO Consulting Partners, LLC) and Walter Wojcik (Hilltop Community Bank). Also in attendance were: NJBankers President John McWeeney; Bankers Cooperative Group (BCG) President Rich Siderko and NJBankers Executive Assistant Lauren Barraza. WELCOME Chairman Nicholas Tedesco called the committee meeting to order and welcomed all members to the meeting. APPROVAL OF MINUTES On motion duly made, seconded and unanimously carried, the minutes of the June 10, 2013 meeting were approved by the committee noting the addition of Walter Wojcik of Hilltop Community Bank to the attendee list. NJBANKERS UPDATE NJBankers President John McWeeney, Jr. discussed upcoming events highlighting fall events. In particular he noted: the Senior Management Conference which will be held September advising it is a good networking opportunity and a great turnout is expected with 250 registered to date; the ERM Conference being held on October 7 th at the Crowne Plaza Monroe; NJBankers Regulatory trip to Washington, DC on October 9-10; NJBankers Charity Golf Outing on October 28 th at Mercer Golf Course which was rescheduled from June 10 th ; the CFO Conference on November 15 th ; and BankHorizons which will be held November PRESENTATIONS Richard Siderko, BCG President & CEO gave a presentation on recent healthcare updates. He discussed healthcare reform from the CFO s perspective noting the potential excise tax that employers may be exposed to in 2018 and discussed differences in defined benefit plans vs. defined contribution plans noting an example of the later. Marty Caine, Wolf and Company, P.C. gave a presentation on Basel III noting changes to capital ratios, capital conservation buffer; components of capital and changes to risk weighted assets. CFO CONFERENCE DISCUSSION Chairman Tedesco advised that the CFO Conference is scheduled for Friday, November 15, 2013 and Dr. Jim Hughes of Rutgers University has agreed to speak presenting an economic update. There will be four topics. Some additional topics for the remaining speakers include: an investment & ALM update; asset and liability management; IT issues facing CFO s and banks. The committee felt that

3 Exhibit A regulatory updates were of interest and Mr. McWeeney will reach out to the FDIC, OCC and DOBI to request their participation. Chairman Tedesco urged all members to contact him with any additional speakers and/or topics. OPEN DISCUSSION Chairman Tedesco asked the committee if they had any other issues or topics they wanted to address. Discussion ensued regarding OREO expenses and the developments in bond tax issues. NEXT MEETING DATE The next meeting will be held jointly with the Investment Committee at 2:15 p.m. on November 19 th at Committee Appreciation Day. The meeting will take place at Resorts Casino Hotel in Atlantic City, NJ in the Directors Room on the 13 th level. BankHorizons trade show will follow the next day, November 20 th. ADJOURNMENT There being no further business, the meeting was adjourned at 11:05 a.m. Respectfully submitted, Lauren Barraza Executive Assistant

4 The Path to Shareholder Liquidity NJ Bankers CFO Committee Meeting Maggie Chou March 27, 2014

5 OTC Markets Group Inc. Our Mission: To create better informed and more efficient financial marketplaces What We Do: OTC Markets Group Inc. (OTCQX: OTCM) operates Open, Transparent and Connected financial marketplaces for 10,000 U.S. and global securities. Through our OTC Link ATS, we directly link a diverse network of broker-dealers that provide liquidity and execution services for a wide spectrum of securities. 2

6 Public Marketplaces Stock Exchanges NASDAQ New York Stock Exchange OTC Markets OTCQX OTCQB OTC Pink OTC Bulletin Board 3

7 Benefits of a Public Marketplace Visibility Liquidity Valuation Capital Confidence & Trust 4

8 VISIBILITY Telling your growth story 5

9 LIQUIDITY FOR YOUR SHAREHOLDERS 6

10 VALUATION 7

11 ACCESS TO CAPITAL 8

12 CONFIDENCE AND TRUST 9

13 Number of U.S. Banks that are Publicly-Traded NYSE # of Banks - 57 Average Total Asset $187 Billion NASDAQ # of Banks Average Total Asset $3.9 Billion OTC Markets # of Banks Average Total Asset - $483 Million 10

14 Challenges Facing Community Banks Increasing regulatory burden - FDIC, FRB, OCC, SEC, Dodd-Frank, Basel III Incompatible public marketplace options Growth - Organic or M&A? How to maintain market share and stay competitive? Lack of information availability and distribution 11

15 Finding Solutions Making marketplaces more efficient, cost-effective without additional regulatory burdens Slow PO What is it? 12

16 OTCQX for Banks A public marketplace designed to meet the unique needs of regional and community banks A cost-effective marketplace that leverages bank regulatory reporting standards Providing banks with a shareholder-friendly trading experience through peer benchmarking, dedicated capital market support and enhanced visibility Helping investors identify well managed and strongly capitalized financial institutions with an information-rich and trusted marketplace comparable to a stock exchange. 13

17 Maximizing the Value of Being Publicly-Traded A shareholder focused company Depositors Investors How do I better engage the investment community? Best Practices Providing a transparent, shareholder-friendly trading experience Better distribution of financial information 14

18 Solving the Information Gap Regulators Institutional/ Professional Investors? Retail Investors, Depositors, the Community 15

19 Lack of Information Availability 16 16

20 THANK YOU Please contact us with any questions: Corporate Services +1 (212)

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