Bancorp International Group Inc (fka BCIT)

[Art2Gecko]

Reverse Stock Split. At the Annual Meeting the shareholders voted to give the Board of Directors authority to effect a 1-for-200 reverse stock split as to the Company’s common stock providing the following terms (the “Reverse Stock Split”):

· The Board of Directors may implement the Reverse Stock Split at any time prior to June 30, 2008.



· If implemented by the Board of Directors, the Reverse Stock Split will be effected simultaneously and the ratio will be the same for all of the Company’s common stock.



· The number of shares of the Company’s common stock issued and outstanding will be reduced proportionately based on the Reverse Stock Split ratio of 1-for-200.



· Shareholders otherwise entitled to receive fractional shares because they hold a number of pre-Reverse Stock Split shares not evenly divisible by 200 will be entitled, upon surrender to the Company’s transfer agent of certificates representing such shares, to a cash payment (without interest) in lieu thereof, equal to the fraction to which the shareholder would be otherwise entitled multiplied by $.0001, which is the par value of one share of the Company’s common stock.



· For purposes of the Reverse Stock Split, the Company will recognize all shares of its issued and outstanding common stock, whether reflected on the Company’s record books or not, including the shares that the Company believes were invalidly issued, but which the holders thereof may consider to be outstanding.



Pursuant to the authority granted by the shareholders at the Annual Meeting, on June 11, 2008, the Board of Directors approved the implementation of the Reverse Stock Split to be effective on June 27, 2008, and the filing of a Certificate of Amendment to the Company’s Restated Articles



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