We offer to our shareholders of record the opportunity to purchase shares
of Embassy Bancorp, Inc., or Embassy, common stock through our Dividend Reinvestment and
Stock Purchase Plan. Under the Plan, you have the opportunity to use your cash dividends on
some or all of your shares of Embassy common stock, as well as optional cash payments, to
purchase additional shares of Embassy common stock.
The purpose of the Plan is to provide shareholders of record of our common stock with a
convenient and economical opportunity to reinvest some or all of their cash dividends and
make optional cash payments to purchase additional shares of common stock, without payment
of any brokerage commission or Plan charge.
At our discretion, we can direct Computershare, the Plan Agent, to purchase the additional
shares directly from us, using either originally issued or treasury shares, or we can direct
the Plan Agent to purchase the additional shares in the open market. If we issue new shares
of stock or treasury shares instead of purchasing shares in the open market, we will receive
new equity capital funds which we will use for general corporate purposes.
You may automatically reinvest some or all of the cash dividends on your shares of common
stock in additional shares of Embassy. You are not required to pay any brokerage commission
or Plan charges in connection with your purchases under the Plan. The Plan permits
fractional shares, as well as whole shares, to be credited to your account. You can avoid
the inconvenience and expense of safekeeping certificates for shares credited to your
account under the Plan because the Plan Agent will do so for you. The Plan Agent also offers
safekeeping of other registered shares of our common stock in addition to the shares
credited to your account under the Plan. You will receive statements reflecting all current
activity in your account, which will simplify your record keeping.
You will be treated as having received dividend income on the dividend payment date for
federal income tax purposes and such dividend will generally give rise to a tax liability
even though no cash was actually paid to you. You are not permitted to sell any shares of
common stock held in your Plan account. If you wish to sell shares held in your Plan
account, you must first withdraw such shares from the Plan.
Computershare will administer the Plan, keep records, send you statements of account and
perform other duties relating to the Plan. As the Plan Agent, it will hold in safekeeping
certificates for shares purchased for you under the Plan until termination of your
participation in the Plan or until the Plan Agent receives your request for withdrawal of a
portion of your shares. Embassy and the Plan Agent may adopt such procedures as we, in our
sole discretion, deem reasonable to facilitate administration of the Plan to ensure
compliance with any regulatory changes. The Plan Agent also acts as Transfer Agent for our
stock.
If you are a holder of record of Embassy common stock, you are eligible to participate in
the Plan. If you do not wish to participate in the Plan, you will receive cash dividends, as
declared and paid, by check, wire transfer, or other payment mechanisms.
If you are a beneficial owner who has Embassy common stock registered in a name other than
your own (for instance, in the name of a broker or nominee), and you would like to
participate in the Plan, you must either make appropriate arrangements for your broker,
nominee or other registered holder to participate in the Plan, or you must become a
shareholder of record by having at least one share transferred into your own name.
However, an otherwise eligible shareholder who resides in a jurisdiction in which it is
unlawful for the Company to permit participation in the Plan, or in which compliance with
the applicable laws in such jurisdiction are deemed by the Company to be unduly burdensome,
will not be eligible to participate in the Plan.
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