DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF...

13
Board of Governors of the Federal Reserve System .•· Of ·c·oy('.//. •. '<>-" "" . FR Y-6 0MB Number 7100-0297 Approval expires November 30 , 2019 Page 1 of 2 :j'r" o-e:-. : · f Annual Report of Holding Companies-FR Y-6 ·.~ ,.:f -'~ : .. '.':_ .. Report at the close of business as of the end of fiscal year This Report is required by law: Section 5(c)(1)(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11 (a)(1 ), 25, and 25A of the Federal Reserve Act (12 US.C . §§ 248(a)(1), 602, and 611a); and sec- tions 113, 165, 312 , 618, and 809 of the Dodd-Frank Act (12 U.S.C. §§ 5361 , 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified . NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOPIESOT formed as a corporation or is an LLC , see the General Instructions for the authorized individual who must sign the report. I, MARK J SEXTON Name of the Holdi ng Company Director and Official VICE-PRESIDENT Title of the Holding Company Director and Official attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre- pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief. With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authoritY, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.FR. Part 261 , that the Reporter f1.ill1. individual consent to public release of all details in the report co cem ·ng that individual. ~- Date of Signature For holding companies not registered with the SEC-- Indicate status of Annual Report to Shareholders: D is included with the FR Y-6 report D will be sent under separate cover is not prepared For Federal Reserve Bank Use Only RSSDID J/__ 8 2.3J b Z C.I. I This report form is to be filed by all top-tier bank holding compa- nies, top-tier savings and loan holding companies, and U.S. inter- mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require- ments of and is not treated as a qualifying foreign banking orga- nization under Section 211 .23 of Regulation K (12 C.F.R § 211 .23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or spon- sor, and an organization (or a person) is not required to respond to , an information collection unless it displays a currently valid 0MB control number. Date of Report (top-tier holding company's fiscal year-end): December 31, 2017 Month / Day / Year NONE Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code) Reporter's Name, Street, and Mailing Address READLYN BANCSHARES. INC. Legal Title of Holding Company 241 CLEVELAND AVENUES , SUITE E (Mailing Address of the Holding Company) Street / P.O. Box SAINT PAUL MN 55105 City State Zip Code Ph ysical Location (if different from mailing address) Person to whom questions about this report should be directed: MARK J SEXTON VICE-PRESIDENT Name 651-699-123 1 Area Code / Phone Number / Extension 651-699-1243 Area Code I FAX Number [email protected] E-mail Address N/A Title Address (URL) for the Holding Company's web page Is confidential treatment requested for any portion of this report submission? In accordance with the General Instructions for this report (check only one), 1. a letter justifying this request is being provided along with the report .. .. .. . .. . D 2. a letter just ifying this request has been provided separately ... D NOTE: Informat ion for which confidential treatment is being requested must be provided separately and labeled as "confidential." Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response , with an average of 5.50 hours per response , including time to ga th er and maintain data in the required form and to review instructions and comp lete the information collection . Send comments regarding this burden estimate or any other aspect of this co ll ection of information, including suggestions for reducing thi s burden to : Secretary, Board of Governors of the Federal Reserve System , 20th and C Streets, NW. Washington , DC 20551 , and to the Office of Management and Budget, Paperwork Reduction Project (7 100-0297), Washington , DC 20503. 03/2018

Transcript of DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF...

Page 1: DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM DOMESTIC BANK HOLDING COMPANY ANNUAL REPORT

Board of Governors of the Federal Reserve System

.• · Of ·c·oy('.//. • •. '<>-" "" .

FR Y-6 0MB Number 7100-0297 Approval expires November 30 , 2019 Page 1 of 2

:j'r" o-e:-. : · f Annual Report of Holding Companies-FR Y-6

· . ~ ,.:f-'~ : .. '.':_ ~~ ~:~\~ ..

Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5(c)(1)(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)) ; sections 11 (a)(1 ), 25, and 25A of the Federal Reserve Act (12 US.C. §§ 248(a)(1) , 602 , and 611a); and sec­tions 113, 165, 312, 618, and 809 of the Dodd-Frank Act (12 U.S.C . §§ 5361 , 5365, 5412, 1850a(c)(1), and 5468(b)(1)) . Return to the appropriate Federal Reserve Bank the original and the number of copies specified .

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOPIESOT formed as a corporation or is an LLC, see the General Instructions for the authorized individual who must sign the report. I, MARK J SEXTON

Name of the Holding Company Director and Official

VICE-PRESIDENT Title of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been pre­pared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authoritY, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance with the Board's "Rules Regarding Availability of Information," 12 C.FR. Part 261, that the Reporter f1.ill1. individual consent to public release of all details in the report co cem ·ng that individual. ~-Date of Signature

For holding companies not registered with the SEC--Indicate status of Annual Report to Shareholders :

D is included with the FR Y-6 report

D will be sent under separate cover

~ is not prepared

For Federal Reserve Bank Use Only

RSSDID J/__8 2.3Jb Z C.I. I

This report form is to be filed by all top-tier bank holding compa­nies, top-tier savings and loan holding companies, and U.S. inter­mediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the require­ments of and is not treated as a qual ifying foreign banking orga­nization under Section 211 .23 of Regulation K (12 C.F.R § 211 .23). (See page one of the general instructions for more detail of who must file .) The Federal Reserve may not conduct or spon­sor, and an organization (or a person) is not required to respond to , an information collection unless it displays a currently valid 0MB control number.

Date of Report (top-tier holding company's fiscal year-end):

December 31, 2017 Month / Day / Year

NONE Reporter's Legal Entity Identifier (LEI ) (20-Character LEI Code)

Reporter's Name, Street, and Mailing Address

READLYN BANCSHARES. INC. Legal Title of Holding Company

241 CLEVELAND AVENUES, SUITE E (Mailing Address of the Holding Company) Street / P.O. Box

SAINT PAUL MN 55105 City State Zip Code

Physical Location (if different from mailing address)

Person to whom questions about this report should be directed : MARK J SEXTON VICE-PRESIDENT Name

651-699-1231 Area Code / Phone Number / Extension

651-699-1243 Area Code I FAX Number

[email protected] E-mail Address

N/A

Title

Address (URL) for the Holding Company's web page

Is confidential treatment requested for any portion of ~ this report submission? ~ In accordance with the General Instructions for this report (check only one),

1. a letter justifying this request is being provided along with the report .. .. .. . .. . D

2. a letter justifying this request has been provided separately ... D NOTE: Information for which confidential treatment is being requested

must be provided separately and labeled as "confidential."

Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response , with an average of 5.50 hours per response , including time to gather and maintain data in the required form and to review instructions and complete the information collection . Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to : Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW. Washington , DC 20551 , and to the Office of Management and Budget, Paperwork Reduction Project (7 100-0297), Washington , DC 20503. 03/20 18

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For Use By Tiered Holding Companies

FR Y-6 Page 2 of 2

Top-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies below.

Nashua Bancshares, Inc. Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

Same as for Top Tier (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Britt Bancshares, Inc Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

Same as for Top Tier (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company

(Mailing Address of the Subsidiary Holding Company) Street I P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box

City State Zip Code City State Zip Code

Physical Location (if different from mailing address) Physical Location (if different from mailing address)

12/2012

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BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

DOMESTIC BANK HOLDING COMPANY

ANNUAL REPORT FR Y-6

READLYN BANCSHARES, INC.

FOR FISCAL YEAR ENDING DECEMBER 31, 2017

INDEX TO REPORT ITEMS

Below is information for Readlyn Bancshares, Inc. as well as Nashua Bancshares, Inc. and Britt Bancshares, Inc.

Per discussion with Federal Reserve, RBI is top tier and NBI and BBi are to be reported on same report.

Footnote: None of the referenced entities has an LEI.

1. Items (a) and (b) - Form 10-K and Annual Report to Shareholders

2. Organization Chart:

Readlyn Bancshares Inc. ("RBI")

Not applicable.

St. Paul, MN

Incorporated under the laws of the State of Iowa.

The Readlyn Savings Bank

Readlyn, IA

Incorporated under the laws of the State of Iowa.

100% owned by RBI

Nashua Bancshares, Inc. ("NBl"l

St. Paul, MN

Incorporated under the laws of the State of Iowa.

20% owned by RBI

Britt Bancshares. Inc. ("BBi")

St. Paul, MN

Incorporated under the laws of the State of Iowa.

19% owned by RBI

Nashua Bancshares. Inc. ("NBl"l

Not applicable.

St. Paul, MN Incorporated under the laws of the State of Iowa.

First State Bank

Nashua, IA

Incorporated under the laws of the State of Iowa.

100% owned by NBI

Britt Bancshares. Inc. ("BBi")

Not applicable.

St. Paul, MN Incorporated under the laws of the State of Iowa.

First State Bank

Britt, IA

Incorporated under the laws of the State of Iowa.

lOO"A, owned by 881

Nashua Bancshares Inc. {"NBI"}

St. Paul, MN Incorporated under the laws of the State of Iowa.

15% owned by BBi

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Results: A list of branches for your holding company: READLYN BANCSHARES, INC. (1139327) of SAINT PAUL, MN.

The data are as of 12/31/2017. Data reflects information that was received and processed th rough 01/04/2018.

Reconciliation and Verification Steps

1. In the Data Action column of each branch row, enter one or more of the actions specified below

2. If required, enter the da te in the Effective Date column

OK: If the branch information is correct, enter 'OK' in the Data Action column.

Change: If the branch in formation is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became va lid in the Effective Date column.

Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sa le or closu re date in the Effective Date column.

Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column.

Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Act ion column and the opening or acquisition date in the Effective Date column.

If printing this list, you may need to adjust you r page setup in MS Excel. Try using landscape orientati on, page sca ling, and/or lega l sized paper .

Submission Procedure

When you are fini shed, send a saved copy to you r FRB contact. See the detailed instructions on this site for more information.

If you are e-mailing this to your FRB contact, put your institution name, city and state in the subject line of the e-mail.

Note:

To satisfy the FR Y-10 reporting requirements, you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Action of Change, Close, Delete, or Add .

The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online applicat ion - https://ylOonline.federalreserve .gov.

• FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these va lues is not required.

Data Action Effective Date Branch Service Type Branch ID_Rsso• Popu lar Name Street Address Citv Sta te Zip Code

ok Full Service (Head Office ) 795249 FIRST STATE BANK 183 MAIN AVENUE NORTH BRITI IA 50423 ok Full Service 2076317 WODEN BRANCH 124 MAIN STR EET WODEN IA 50484

ok Full Service (Head Office) 3285246 FIRST STATE BANK 401 MAIN STREET NAS HUA IA 50658 ok Full Service (Head Office) 287342 READLYN SAVINGS BANK, THE 141 MAIN STREET READLYN IA 50668

County

HANCOCK

HANCOCK

CHICKASAW

BREMER

Country

UNITED STATES

UNITED STATES

UNITED STATES

UNITED STATES

FDIC UNINUM• Office Number• Head Office Head Office 10 Rsso• Comments

Not Reau ired Not Required FIRST STATE BANK 795249

Not Required Not Requ ired FIRST STATE BANK 795249

Not Required Not Requ ired FIRST STATE BANK 3285246

Not Required Not Reauired READLYN SAVINGS BANK, THE 287342

Page 5: DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM DOMESTIC BANK HOLDING COMPANY ANNUAL REPORT

Report Item 3: Securities holders of RBI

(l)(a)(b)(c) and (2)(a)(b)( c)

Current securities holders with ownership, control or holdings of 5% or more

with power to vote as offlscal year ending 12/31/2017

(l)(a) (l)(b) (l)(c) Name, Country of Citizenship Number and Percentage of City, State, Country or Incorporation Each Class of Voting Securites

Thomas J. Sexton USA 404.5 56.00%

St. Paul, MN, USA

Timothy A. Sexton USA 241.5 33.00% Randalia, IA, USA

Matthew E. Sexton USA 30 4.00%

Tripoli, IA, USA

Patrick E. Sexton USA 26 3.00% Sumner, IA, USA

Mark J. Sexton USA 4 1.00%

St. Paul, MN, USA

Andrew G. Sexton USA 1.00%

Waterloo, IA, USA

Jennifer B. Walther USA 3 1.00%

St. Paul, MN, USA

Securities holders not listed In 3(1)(a) through 3(1)( c) that had

ownership, control or holdings of 5% or more with power to vote

during the fiscal year ending 12/31/2017

(2)(a) (2)(b) (2)(c)

Name, Country of Citizenship Number and Percentage of

City, State, Country or Incorporation Each Class of Voting Securltes

N/A

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Report Item 3: Securities holders of NBI (l)(a)(b)(c) and (2)(a)(b)( c)

Current securities holders with ownership, control or holdings of 5% or more

with power to vote as of fiscal year ending 12/31/2017

(l)(a) (l)(b)

Name, Country of Citizenship City, State, Country or Incorporation

FNSB Bancorporation USA/Iowa

c/o Glenn McMichael

Nashua, IA, USA

Readlyn Bancshares USA/Iowa c/o T.J. Sexton

St. Paul, MN, USA

Tripoli Bancshares USA/Iowa

c/o T.J. Sexton

St. Paul, MN, USA

Britt Bancshares USA/Iowa c/o T.J. Sexton

St. Paul, MN, USA

Ashton Bancshares USA/Iowa c/o T.J. Sexton

St. Paul, MN, USA

(l)(c)

Number and Percentage of

Each Class of Voting Securltes

840 35.00%

480 20.00"/o

360 15.00%

360 15.00%

360 15.00%

Securities holders not listed In 3(1)(a) through 3(1)( c) that had

ownership, control or holdlngs of 5% or more with power to vote

during the fiscal year ending 12/31/2017

(2)(a) (2)(b) (2)(c)

Name, Country of Cltlzenshl Number and Percentage of

City, State, Country or Incorporation Each Class of Voting Securltes

N/A

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Report Item 3: Securities holders of BBi (l)(a)(b)(c) and (2)(a)(b)( c) Current securities holders with ownership, control or holdings of 5% or more with power to vote as of fiscal year ending 12/31/2017

(l)(a) (l)(b) Name, Country of Citizenship City, State, Country or Incorporation

Thomas J. Sexton USA

St. Paul, MN, USA

Sexton Family, LLC USA/ Iowa

/o Timothy A. Sexton

Randalia, IA, USA

Readlyn Bancshares USA/ Iowa

c/o T.J. Sexton

St. Paul, MN, USA

MAJ Company USA/ Minnesota

c/o T.J. Sexton

St. Paul, MN, USA

Mark J. Sexton USA

St. Paul, MN, USA

TJ MT Partnership USA/ Minnesota

c/o T.J. Sexton

St. Paul, MN, USA

(l)(c) Number and Percentage of Each Class of Voting Securltes

140 35.00%

107 27.00%

76 19.00%

41 10.00%

25 6.00%

2 1.00%

Securities holders not listed In 3(1)(a) through 3(1)( c) that had ownership, control or holdings of 5% or more with power to vote during the fiscal year ending 12/31/2017

(2)(a) (2)(b) (2)(c) Name, Country of Cltlzenshl Number and Percentage of City, State, Country or Incorporation Each Class of Voting Securltes

N/A

Page 8: DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM DOMESTIC BANK HOLDING COMPANY ANNUAL REPORT

Report Item 4: Insiders of RBI (1), (2), (3)(a)(b)( c), and 4{a)(b)( c)

(1)

Name, City, State

Country

Thomas J. Sexton St. Paul, MN

USA

Mark J. Sexton St. Paul, MN

USA

(2) Principal Occupation

If other than with

Holding Company

N/A

N/A

(continued on next page}

(3)(a)

Title & Position

with

Holding Company

Director and

Chairman

Director, VP and

Secretary

(3)(b) (3)( c)

Title & Position Title & Position

with with

Subsidiaries Other Businesses

(Include names {Include names

of subsidiaries) of other businesses)

Director and Dir, Pres, Treas of

Investment Officer of Ashton Bancshares

The Readlyn Savings Bank

Dir, Pres, Treas of Tripoli Bancshares

Dir, Pres, Treas of

Britt Bancshares

Dir, Pres, Treas of

Nashua Bancshares

Dir, Pres of

F&M Agency-Pierz

Dir and Chairman of First State Bank, Nashua

Director of

{4){a)

Percentage of

Voting Shares In

Holding Company

56.00"/o

Farmers & Merchants State Bank of Pierz

Director and Investment Officer

Ashton State Bank

Director and Vice Pres of Dir, VP, Secretary of

The Readlyn Savings Bank Ashton Bancshares

Dir, VP, Secretary of

Tripoli Bancshares

Dir, VP, Secretary of

Britt Bancshares

Dir, VP, Secretary of

Nashua Bancshares

Director and Vice Pres

The Readlyn Savings Bank

Director and Vice Pres

American Savings Bank

Director and Vice Pres

First State Bank, Britt

Director and Vice Pres

First State Bank, Nashua

Director and Vice Pres

Ashton State Bank

1.00"/o

(4)(b)

Percentage of

Voting Shares In

Subsidiaries

(Include names

of subsidiaries)

None

None

(4)( c) List names of other companies (Includes partnerships) If 25% or more of voting securities are held {List names of companies and percentage of voting securities held)

30.00% Ashton Bancshares

59.00"/o Tripoli Bancshares

35.00% Britt Bancshares

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Page 9: DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM DOMESTIC BANK HOLDING COMPANY ANNUAL REPORT

Report Item 4: Insiders of RBI (continued)

(1), (2), (3)(a)(b)( c), and 4(a)(b)( c)

(1) (2) (3)(a) (3)(b) (3)( c) (4)(a) (4)(b) (4)( c)

Name, Principal Occupation TIiie & Position Title & Position Title & Position Percentage of Percentage of List names of other companies

City, State If other than with with with with Voting Shares In Voting Shares In (Includes partnerships)

Country Holding Company Holding Company Subsidiaries Other Businesses Holding Company Subsidiaries If 2S% or more of voting

(Include names (Include names (Include names securities are held (List

of subsidiaries) of other businesses) of subsidiaries) names of companies and percentage of voting securities held)

Andrew G. Sexton Vice President of Director N/A Director of 1.00% None

Waterloo, IA American Savings Bank Ashton Bancshares N/A

USA

Director of

Tripoli Bancshares N/A

Director and Vice Pres

The Readlyn Savings Bank N/A

Director and Vice Pres American Savings Bank N/A

Director of

First State Bank, Britt N/A

Jennifer B. Walther Home maker N/A N/A Director of 1.00"/o None

St. Paul, MN Ashton Bancshares N/A USA

Timothy A. Sexton Retired Dentist Director Director of Director of Randalia, IA The Readlyn Savings Bank Tripoli Bancshares 33.00% None N/A

USA

Director/VP of 27.00"/o

Britt Bancshares Britt Bancshares

Director of

American Savings Bank

Matthew E. Sexton Dr. of Veterinary Medicine N/A N/A N/A 4.00"/o None N/A Tripoli, IA, USA

Patrick E. Sexton Dr. of Veterinary Medicine N/A N/A N/A 4.00% None N/A Sumner, IA, USA

Page 10: DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM DOMESTIC BANK HOLDING COMPANY ANNUAL REPORT

Report Item 4: Insiders of NBI

(1), (2), (3)1a)lb)I c), and 4(a)(b)I c)

(1)

Name,

City, State

Country

Thomas J. Sexton

St. Paul, MN

USA

Ma rkJ. Sexton

St. Paul, MN USA

(2)

Principal Occupation

If other than with

Holding Company

N/A

N/A

(continued on next page}

(3)(a)

Title & Position

with

Holding Company

Director, President and

Chairman

Director, VP and

Secretary

(3)(b)

Title & Position

with

Subsidiaries

(Include names

of subsidiaries)

Director

First State Bank, Nashua

(3)( c)

Title & Position

with

Other Businesses

(Include names

of other businesses)

Dir, Pres, Treas of

Readlyn Bancshares

Dir, Pres, Treas of

Tripoli Bancshares

Dir, Pres, Treas of

Britt Bancshares

Dir, Pres, Treas of

Ashton Bancshares

Dir, Pres of F&M Agency-Pierz

Dir and Chairman of

First State Bank, Nashua

Director of

(4)(a)

Percentage of

Voting Shares In

Holding Company

None

Farmers & Merchants State Bank of Pierz

Director and

Investment Officer

Ashton State Bank

Director, VP Dir, VP, Secretary of

First State Bank, Nashua Readlyn Bancshares

Dir, VP, Secretary of

Tripoli Bancshares

Dir, VP, Secretary of

Britt Bancshares

Dir, VP, Secretary of

Ashton Bancshares

Director and Vice Pres The Readlyn Savings Bank

Director and Vice Pres

American Savings Bank

Director and Vice Pres

First State Bank, Britt

Director and Vice Pres

Ashton State Bank

None

(4)1b)

Percentage of

Voting Shares In

Subsidiaries

(Include names

of subsidiaries)

None

None

(4)( c)

List names of other companies

(includes partnerships)

If 25% or more of voting

securities are held (List

names of companies and percentage of voting

securities held)

56.00%

Readlyn Bancshares

59.00%

Tripoli Bancshares

35.00"/o

Britt Bancshares

30.00"/o

Ashton Bancshares

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Page 11: DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM DOMESTIC BANK HOLDING COMPANY ANNUAL REPORT

Report Item 4: Insiders of NBI

(1), (2), (3)(a)(b)( c), and 4(a)(b)( c)

(1)

Name,

City, State Country

(2) Principal Occupation

If other than with

Holding Company

Glenn A. McMichael N/ A

Nashua, IA

FNSB Bancorp

Nashua, IA

Incorporated in Iowa

USA

Readlyn Bancshares, Inc.

St. Paul, MN

Incorporated in MN

USA

Britt Bancshares, Inc.

St. Paul, MN

Incorporated in MN

USA

Tripoli Bancshares, 1nc. St. Paul, MN

Incorporated in MN

USA

Ashton Bancshares, Inc.

St. Paul, MN

Incorporated in MN

USA

(3)(a) TIiie & Position

with

Holding Company

Director and VP

(3)(b)

TIiie & Position

with

Subsidiaries

(Include names

of subsidiaries)

Director and Pres of

First State Bank, Nashua

(3)( c)

TIiie & Position

with

Other Businesses

(Include names

of other businesses)

Director and Pres

FNSB Bancorp

(4)(a)

Percentage of

Voting Shares In

Holding Company

None

35%

20%

15%

15%

15%

(4)(b)

Percentage of

Voting Shares In

Subsidiaries

(Include names

of subsidiaries)

None

(4)( c)

Ust names of other companies

(Includes partnerships)

If 25% or more of voting

securities are held (Ust

names of companies and percentage of voting

securities held)

71.00% FNSB Bancorp

Page 12: DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM DOMESTIC BANK HOLDING COMPANY ANNUAL REPORT

Report Item 4: Insiders of BBi

(1), (2), (3)(a)(b)( c), and 4(a)(b)( c)

(1)

Name, City, State

Country

Thomas J. Sexton

St. Paul, MN

USA

Mark J. Sexton

St. Paul, MN

USA

(2)

Principal Occupation

if other than with

Holding Company

N/A

N/A

(continued on next page/

(3)(a)

Title & Position

with

Holding Company

Director and Chairman

Director, VP and

Secretary

(3)(b) lltle & Position with Subsidiaries (Include names of subsidiaries)

Investment Officer

First State Bank,Britt

Director, VP

First State Bank, Britt

(3)( c) lltle & Position with Other Businesses (Include names of other businesses)

Dir, Pres, Treas of

Readlyn Bancshares

Dir, Pres, Treas of

Tripoli Bancshares

Dir, Pres, Treas of Ashton Bancshares

Dir, Pres, Treas of

Nashua Bancshares

Dir, Pres of

F&M Agency-Pierz

Dir and Chairman of

First State Bank, Nashua

Director of

(4)(a) Percentage of Voting Shares In Holding Company

35.00%

Farmers & Merchants State Bank of Pierz

Director and

Investment Officer Ashton State Bank

Dir, VP, Secretary of

Readlyn Bancshares

Dir, VP, Secretary of

Tripoli Bancshares

Dir, VP, Secretary of

Nashua Bancshares

Dir, VP, Secretary of

Ashton Bancshares

Director and Vice Pres

The Readlyn Savings Bank

Director and Vice Pres

American Savings Bank

Director and Vice Pres

First State Bank, Nashua

Director and Vice Pres

Ashton State Bank

6.00%

(4)(b) Percentage of Voting Shares In

Subsidiaries (Include names of subsidiaries)

None

None

(4)( c) List names of other companies (Includes partnerships) If 25% or more of voting securities are held (List names of companies and percentage of voting securities held)

56.00%

Readlyn Bancshares

59.00%

Tripoli Bancshares

30.00"/o

Ashton Bancshares

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Page 13: DOMESTIC BANK - Federal Reserve Bank of Chicago/media/others/banking/... · 2018-12-09 · BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM DOMESTIC BANK HOLDING COMPANY ANNUAL REPORT

.. Report Item 4: Insiders of BBi

(1), (2), (3)(a)(b)( c), and 4(a)(b)( c)

(1) (2) (3)(a) (3)(b) (3)( c) (4)(a) (4)(b) (4)( c) Name, Principal Occupation Title & Position Title & Position Title & Position Percentage of Percentage of List names of other companies

City, State If other than with with with with Voting Shares In Voting Shares In (Includes partnerships) Country Holding Company Holding Company Subsidiaries Other Businesses Holding Company Subsidiaries If 25% or more of voting

(Include names (Include names (include names securities are held (List

of subsidiaries) of other businesses) of subsidiaries) names of companies and percentage of voting

securities held)

Sexton Family, LLC Retired Dentist Director, VP None Director of 27.00% None N/A c/o Timothy A. Sexton Tripoli Bancshares Randalia, IA, USA

Director of 33.00%

Readlyn Bancshares Readlyn Bancshares

Director of

American Savings Bank N/A

Director of

The Readlyn Savings Bank N/A

MAJ Company USA/ Minnesota None None None 10.00"/o None N/A c/o T.J. Sexton

St. Paul, MN, USA

Readlyn Bancshares, USA/ Minnesota None None None 19.00% None N/A St. Paul, MN

Incorporated in MN

USA

TJMT Partnership USA/ Minnesota None None None 1.00% None N/A c/o T.J. Sexton

St. Paul, MN, USA