Exhibit 99.7 

 

REVOCABLE PROXY

 

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF SENECA FINANCIAL CORP.

 

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [MEETING DATE], 2025

 

The undersigned hereby appoints the Board of Directors, with full powers of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of Seneca Financial Corp., a federal corporation that the undersigned is entitled to vote at the Special Meeting of Stockholders, to be held at [meeting place] at [time], Eastern time, on [meeting date], 2025, as follows:

 

  FOR AGAINST ABSTAIN
1. The approval of the Plan of Conversion and Reorganization pursuant to which: (i) Seneca Financial MHC and Seneca Financial Corp., will convert and reorganize from the mutual holding company structure to the stock holding company structure; (ii) Seneca Bancorp, Inc., a newly formed Maryland corporation (“Seneca Bancorp”), will become the fully public stock bank holding company for  Seneca Savings (renamed “Seneca Savings Bank, National Association”); (iii) the outstanding shares of common stock of Seneca Financial Corp., other than those owned by Seneca Financial MHC, will be exchanged for shares of common stock of Seneca Bancorp; and (iv) Seneca Bancorp will offer for sale shares of its common stock in a subscription offering, and, if necessary, a community offering and/or syndicated community offering; and ¨ ¨ ¨
         
2. The approval of the adjournment of the Special Meeting of Stockholders, if necessary, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting of Stockholders to approve the Plan of Conversion and Reorganization; and ¨ ¨ ¨
         
The following informational proposals:      
       
3. The approval of a provision in Seneca Bancorp’s Articles of Incorporation requiring a super-majority vote of stockholders to approve certain amendments to the Articles of Incorporation; and ¨ ¨ ¨
         
4. The approval of a provision in Seneca Bancorp’s Articles of Incorporation requiring a super-majority vote of stockholders to approve stockholder-proposed amendments to Seneca Bancorp’s Bylaws; and ¨ ¨ ¨
         
5. The approval of a provision in Seneca Bancorp’s Articles of Incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Seneca Bancorp’s outstanding voting stock; and ¨ ¨ ¨

 

Such other business that may properly come before the Special Meeting of Stockholders.

 

The Board of Directors unanimously recommends a vote “FOR” all of the above proposals.

 

 

 

 

THE PROVISIONS OF SENECA BANCORP’S ARTICLES OF INCORPORATION THAT ARE SUMMARIZED AS INFORMATIONAL PROPOSALS 3 THROUGH 5 WERE UNANIMOUSLY APPROVED BY THE BOARDS OF DIRECTORS OF SENECA FINANCIAL MHC AND SENECA FINANCIAL CORP. AS PART OF THE PROCESS BY WHICH THE BOARDS OF DIRECTORS APPROVED THE PLAN OF CONVERSION AND REORGANIZATION. THESE PROPOSALS ARE INFORMATIONAL ONLY, BECAUSE FEDERAL REGULATIONS GOVERNING MUTUAL-TO-STOCK CONVERSIONS DO NOT PROVIDE FOR VOTES ON MATTERS OTHER THAN THE PLAN OF CONVERSION AND REORGANIZATION. WHILE YOUR VOTE IS SOLICITED WITH RESPECT TO EACH INFORMATIONAL PROPOSAL, THE PROPOSED PROVISIONS FOR WHICH AN INFORMATIONAL VOTE IS SOLICITED MAY BECOME EFFECTIVE IF STOCKHOLDERS APPROVE THE PLAN OF CONVERSION AND REORGANIZATION, REGARDLESS OF WHETHER STOCKHOLDERS VOTE TO APPROVE ANY OR ALL OF THE INFORMATIONAL PROPOSALS.

 

THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED FOR ONE OR MORE PROPOSALS, THIS PROXY WILL BE VOTED “FOR” EACH PROPOSAL. IF ANY OTHER BUSINESS IS PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING OF STOCKHOLDERS.

 

Should the above-signed be present and elect to vote at the Special Meeting of Stockholders or at any adjournment thereof and after notification to the Corporate Secretary of Seneca Financial Corp. at the Special Meeting of Stockholders of the stockholder’s decision to revoke this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Corporate Secretary of Seneca Financial Corp. at the address set forth on the Notice of Special Meeting of Stockholders or by the filing of a later-dated and executed proxy before a vote being taken on a particular proposal at the Special Meeting of Stockholders.

 

The undersigned acknowledges receipt from Seneca Financial Corp. before the execution of this proxy, of the Notice of Special Meeting of Stockholders and the Proxy Statement/Prospectus for the Special Meeting of Stockholders.

 

Dated: _____________

 

PRINT NAME OF STOCKHOLDER   PRINT NAME OF STOCKHOLDER

 

SIGNATURE OF STOCKHOLDER   SIGNATURE OF STOCKHOLDER

 

Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder should sign, but only one holder is required to sign.

 

Please complete, sign and date this proxy card and return it in the enclosed postage-prepaid envelope today.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS

 

The Notice of Special Meeting of Stockholders, Proxy Statement/Prospectus for the Special Meeting of Stockholders, and Proxy Card are available at [website]