TIB Bank (TIBB)

[pkripper]

A/S going to 5 BBBBBillion,
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7536068
A Special Meeting of Shareholders (the “Special Meeting”) of TIB Financial Corp. (the “Company”) will be held at [?], on [?],
December [?], 2010, at [?] for the purpose of acting upon the following matters:
The Board of Directors of the Company (the “Board of Directors”) has set October 1, 2010 as the record date for the Special
Meeting. Only shareholders of record at the close of business on the record date will be entitled to notice of and to vote at the Special Meeting.
Important Notice regarding the availability of proxy materials for the special meeting of shareholders to be held on December
[?] , 2010.
A copy of this proxy statement, as well as TIB Financial Corp.’s Proxy Statement for the 2010 Annual Meeting of Shareholders and
Annual Report on Form 10-K, are also available to shareholders via the Internet at [?].
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE FOREGOING PROPOSALS.
YOUR VOTE IS IMPORTANT. EACH SHAREHOLDER IS URGED TO VOTE PROMPTLY BY TELEPHONE,
INTERNET OR BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD. IF A SHAREHOLDER DECIDES TO
ATTEND THE MEETING, HE OR SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
1. To approve an amendment to our Restated Articles of Incorporation to increase the number of authorized shares of the Company’s
common stock from 750,000,000 to 5,000,000,000 shares (the “Authorized Share Increase”).
2. To approve an amendment to our Restated Articles of Incorporation to effect a reverse stock split of our common stock at a ratio
between 1:10 to 1:100 to be determined by our Board of Directors, including reducing the number of authorized shares of our
common stock by the reverse split ratio, at an effective date to be determined by our Board of Directors (the “Reverse Stock
Split”).
3. To approve an amendment to our Restated Articles of Incorporation to authorize shareholders to act by written consent (the
“Written Consent Authorization”).



The NAFH Transaction
On June 29, 2010, the Company entered into an Investment Agreement (the “Investment Agreement”) with TIB Bank, a subsidiary of
the Company (“TIB Bank”), and North American Financial Holdings, Inc. (“NAFH”), pursuant to which the Company sold to NAFH (i)
700,000,000 shares of the Company’s common stock (the “Common Stock”) at $0.15 per share, (ii) 70,000 shares of mandatorily convertible
participating voting preferred stock (the “Preferred Stock”) for $1,000 per share and (iii) a warrant representing the right to purchase, during the
18-month period following the closing of the Share Purchase (as defined herein), up to 1,166,666,667 shares of Common Stock at $0.15 per
share (or up to 175,000 shares of Preferred Stock for $1,000.00 per share) (the “Warrant”). Following receipt of shareholder approval of the
Authorized Share Increase, the Preferred Stock issued at the closing will mandatorily convert into a number of shares of Common Stock equal to
the $70,000,000 purchase price divided by $0.15 per share, or 466,666,666 shares of Common Stock, subject to antidilution adjustments. The
sale of the Company Common Stock and Preferred Stock is referred to as the “Share Purchase.”